exhibit4_2.htm


    EXHIBIT
4.2

    


    [EXECUTION
VERSION]

     

    
      
        

      

    

     

    CAPITOL
TRUST XII

     

     

    AMENDED
AND RESTATED

     

     

    TRUST
AGREEMENT

     

     

    AMONG

     

     

    CAPITOL
BANCORP LTD., AS DEPOSITOR,

     

     

    WELLS
FARGO BANK, N.A., AS PROPERTY TRUSTEE,

     

     

    WELLS
FARGO DELAWARE TRUST COMPANY, AS DELAWARE TRUSTEE,

     

     

    AND

     

     

    THE
ADMINISTRATIVE TRUSTEES NAMED HEREIN

     

     

    DATED
AS OF JULY 7, 2008

     

     

      
        

      

    

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    TABLE
OF CONTENTS

     

    


                                                                                                Page

    

      
        	
                ARTICLE I

              	
                DEFINED
      TERMS

              	
                1

              
	 	 	 
	
                SECTION
      101

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                ARTICLE II

              	
                ESTABLISHMENT
      OF THE TRUST

              	
                9

              
	 	 	 
	
                SECTION
      201

              	
                NAME

              	
                9

              
	
                SECTION
      202

              	
                OFFICE
      OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE

                OF
      BUSINESS

              	
                 

                9

              
	
                SECTION
      203

              	
                INITIAL
      CONTRIBUTION OF TRUST PROPERTY;

                ORGANIZATIONAL
      EXPENSES

              	
                 

                10

              
	
                SECTION
      204

              	
                ISSUANCE
      OF THE PREFERRED SECURITIES

              	
                10

              
	
                SECTION
      205

              	
                ISSUANCE
      OF THE COMMON SECURITIES; SUBSCRIPTION

                AND
      PURCHASE OF DEBENTURES

              	
                 

                10

              
	
                SECTION
      206

              	
                DECLARATION
      OF TRUST

              	
                11

              
	
                SECTION
      207

              	
                AUTHORIZATION
      TO ENTER INTO CERTAIN

                TRANSACTIONS

              	
                 

                11

              
	
                SECTION
      208

              	
                ASSETS
      OF TRUST

              	
                15

              
	
                SECTION
      209

              	
                TITLE
      TO TRUST PROPERTY

              	
                15

              
	 	 	 
	
                ARTICLE III

              	
                PAYMENT
      ACCOUNT

              	
                16

              
	 	 	 
	
                SECTION
      301

              	
                PAYMENT
      ACCOUNT

              	
                16

              
	 	 	 
	
                ARTICLE IV

              	
                DISTRIBUTIONS;
      REDEMPTION

              	
                16

              
	 	 	 
	
                SECTION
      401

              	
                DISTRIBUTIONS

              	
                16

              
	
                SECTION
      402

              	
                REDEMPTION

              	
                17

              
	
                SECTION
      403

              	
                SUBORDINATION
      OF COMMON SECURITIES

              	
                19

              
	
                SECTION
      404

              	
                PAYMENT
      PROCEDURES

              	
                20

              
	
                SECTION
      405

              	
                TAX
      RETURNS AND REPORTS

              	
                20

              
	
                SECTION
      406

              	
                PAYMENT
      OF TAXES, DUTIES, ETC. OF THE TRUST

              	
                20

              
	
                SECTION
      407

              	
                PAYMENTS
      UNDER INDENTURE

              	
                20

              
	
                SECTION
      408

              	
                WITHHOLDING
      TAX. 

              	
                20

              
	 	 	 
	
                ARTICLE V

              	
                TRUST
      SECURITIES CERTIFICATES

              	
                21

              
	 	 	 
	
                SECTION
      501

              	
                INITIAL
      OWNERSHIP

              	
                21

              
	
                SECTION
      502

              	
                THE
      TRUST SECURITIES CERTIFICATES

              	
                21

              
	
                SECTION
      503

              	
                EXECUTION,
      AUTHENTICATION AND DELIVERY OF TRUST

                SECURITIES
      CERTIFICATES

              	
                 

                22

              
	
                SECTION
      504

              	
                REGISTRATION
      OF TRANSFER AND EXCHANGE OF

                PREFERRED
      SECURITIES CERTIFICATES

              	
                 

                24

              
	
                SECTION
      505

              	
                MUTILATED,
      DESTROYED, LOST OR STOLEN TRUST

                SECURITIES
      CERTIFICATES

              	
                 

                25

              
	
                SECTION
      506

              	
                PERSONS
      DEEMED SECURITYHOLDERS

              	
                25

              
	
                SECTION
      507

              	
                ACCESS
      TO LIST OF SECURITYHOLDERS’ NAMES AND

                ADDRESSES

              	
                 

                26

              
	
                SECTION
      508

              	
                MAINTENANCE
      OF OFFICE OR AGENCY

              	
                26

              
	
                SECTION
      509

              	
                APPOINTMENT
      OF PAYING AGENT

              	
                26

              
	
                SECTION
      510

              	
                OWNERSHIP
      OF COMMON SECURITIES BY DEPOSITOR

              	
                27

              
	
                SECTION
      511

              	
                TRUST
      SECURITIES CERTIFICATES

              	
                28

              
	
                SECTION
      512

              	
                NOTICES
      TO CLEARING AGENCY

              	
                28

              
	
                SECTION
      513

              	
                RIGHTS
      OF SECURITYHOLDERS

              	
                28

              


      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      TABLE
OF CONTENTS

      (continued)

      


                                                                                                  Page


        
          	
                  ARTICLE VI

                	
                  ACTS
      OF SECURITYHOLDERS; MEETINGS; VOTING

                	
                  29

                
	 	 	 
	
                  SECTION
      601

                	
                  LIMITATIONS
      ON VOTING RIGHTS

                	
                  29

                
	
                  SECTION
      602

                	
                  NOTICE
      OF MEETINGS

                	
                  30

                
	
                  SECTION
      603

                	
                  MEETINGS
      OF PREFERRED SECURITYHOLDERS

                	
                  30

                
	
                  SECTION
      604

                	
                  VOTING
      RIGHTS

                	
                  30

                
	
                  SECTION
      605

                	
                  PROXIES,
      ETC

                	
                  31

                
	
                  SECTION
      606

                	
                  SECURITYHOLDER
      ACTION BY WRITTEN CONSENT

                	
                  31

                
	
                  SECTION
      607

                	
                  RECORD
      DATE FOR VOTING AND OTHER PURPOSES

                	
                  31

                
	
                  SECTION
      608

                	
                  ACTS
      OF SECURITYHOLDERS

                	
                  31

                
	
                  SECTION
      609

                	
                  INSPECTION
      OF RECORDS

                	
                  32

                
	 	 	 
	
                  ARTICLE VII

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  33

                
	 	 	 
	
                  SECTION
      701

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE BANK AND

                  THE
      PROPERTY TRUSTEE

                	
                   

                  33

                
	
                  SECTION
      702

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE

                  DELAWARE
      BANK AND THE DELAWARE TRUSTEE

                	
                   

                  34

                
	
                  SECTION
      703

                	
                  REPRESENTATIONS
      AND WARRANTIES OF DEPOSITOR

                	
                  35

                
	 	 	 
	
                  ARTICLE VIII

                	
                  TRUSTEES

                	
                  35

                
	 	 	 
	
                  SECTION
      801

                	
                  CERTAIN
      DUTIES AND RESPONSIBILITIES

                	
                  35

                
	
                  SECTION
      802

                	
                  CERTAIN
      NOTICES

                	
                  37

                
	
                  SECTION
      803

                	
                  CERTAIN
      RIGHTS OF PROPERTY TRUSTEE.

                	
                  37

                
	
                  SECTION
      804

                	
                  NOT
      RESPONSIBLE FOR RECITALS OR ISSUANCE OF

                  SECURITIES

                	
                   

                  40

                
	
                  SECTION
      805

                	
                  MAY
      HOLD SECURITIES

                	
                  40

                
	
                  SECTION
      806

                	
                  COMPENSATION;
      INDEMNITY; FEES.

                	
                  40

                
	
                  SECTION
      807

                	
                  CORPORATE
      PROPERTY TRUSTEE REQUIRED; ELIGIBILITY 

                  OF
      TRUSTEES

                	
                   

                  41

                
	
                  SECTION
      808

                	
                  CONFLICTING
      INTERESTS

                	
                  41

                
	
                  SECTION
      809

                	
                  CO-TRUSTEES
      AND SEPARATE TRUSTEE

                	
                  42

                
	
                  SECTION
      810

                	
                  RESIGNATION
      AND REMOVAL; APPOINTMENT OF

                  SUCCESSOR

                	
                   

                  43

                
	
                  SECTION
      811

                	
                  ACCEPTANCE
      OF APPOINTMENT BY SUCCESSOR

                	
                  45

                
	
                  SECTION
      812

                	
                  MERGER,
      CONVERSION, CONSOLIDATION OR SUCCESSION

                  TO
      BUSINESS

                	
                   

                  45

                
	
                  SECTION
      813

                	
                  PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST

                  DEPOSITOR
      OR TRUST

                	
                   

                  45

                
	
                  SECTION
      814

                	
                  REPORTS
      BY PROPERTY TRUSTEE

                	
                  46

                
	
                  SECTION
      815

                	
                  REPORTS
      TO THE PROPERTY TRUSTEE

                	
                  46

                
	
                  SECTION
      816

                	
                  EVIDENCE
      OF COMPLIANCE WITH CONDITIONS

                  PRECEDENT

                	
                   

                  46

                
	
                  SECTION
      817

                	
                  NUMBER
      OF TRUSTEES

                	
                  46

                
	
                  SECTION
      818

                	
                  DELEGATION
      OF POWER

                	
                  47

                
	
                  SECTION
      819

                	
                  VOTING

                	
                  47

                
	
                  SECTION
      820

                	
                  NOT
      RESPONSIBLE FOR RECITALS OR ISSUANCE OF

                  SECURITIES 

                	
                   

                  47

                
	 	 	 
	
                  ARTICLE IX

                	
                  TERMINATION,
      LIQUIDATION AND MERGER

                	
                  48

                


        


        
          
             


          

          
            ii

            
              

            

          

          
             


          

        

        TABLE
OF CONTENTS

        (continued)

        


                                                                                                    Page


      

    

    
      
        	
                SECTION
      901

              	
                TERMINATION
      UPON EXPIRATION DATE

              	
                48

              
	
                SECTION
      902

              	
                EARLY
      TERMINATION

              	
                48

              
	
                SECTION
      903

              	
                TERMINATION

              	
                48

              
	
                SECTION
      904

              	
                LIQUIDATION

              	
                49

              
	
                SECTION
      905

              	
                MERGERS,
      CONSOLIDATIONS, AMALGAMATIONS OR

                REPLACEMENTS
      OF THE TRUST

              	
                 

                50

              
	 	 	 
	
                ARTICLE X

              	
                MISCELLANEOUS
      PROVISIONS

              	
                51

              
	 	 	 
	
                SECTION
      1001

              	
                LIMITATION
      OF RIGHTS OF SECURITYHOLDERS

              	
                51

              
	
                SECTION
      1002

              	
                AMENDMENT

              	
                51

              
	
                SECTION
      1003

              	
                SEPARABILITY

              	
                53

              
	
                SECTION
      1004

              	
                GOVERNING
      LAW

              	
                54

              
	
                SECTION
      1005

              	
                CONSENT
      TO JURISDICTION; SERVICE OF PROCESS. 

              	
                54

              
	
                SECTION
      1006

              	
                PAYMENTS
      DUE ON NON-BUSINESS DAY

              	
                54

              
	
                SECTION
      1007

              	
                SUCCESSORS

              	
                54

              
	
                SECTION
      1008

              	
                HEADINGS

              	
                54

              
	
                SECTION
      1009

              	
                REPORTS,
      NOTICES AND DEMANDS

              	
                54

              
	
                SECTION
      1010

              	
                AGREEMENT
      NOT TO PETITION

              	
                55

              
	
                SECTION
      1011

              	
                TRUST
      INDENTURE ACT; CONFLICT WITH TRUST

                INDENTURE
      ACT

              	
                 

                56

              
	
                SECTION
      1012

              	
                ACCEPTANCE
      OF TERMS OF TRUST AGREEMENT,

                GUARANTEE
      AND INDENTURE

              	
                56

              
	
                SECTION
      1013

              	
                COUNTERPARTS

              	
                56

              


      



    EXHIBITS

     

    Exhibit
A                       Form
of Certificate of Trust

    Exhibit
B                       Form
of Common Securities Certificate

    Exhibit
C                       Form
of Expense Agreement

    Exhibit
D                       Form
of Preferred Securities Certificate

    Exhibit
E                       Form
of Preferred Securities Certificate Authentication

     

    


     


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    CROSS-REFERENCE
TABLE

    
      	
              Section
      of

            
	
              Trust
      Indenture
      Act                                                                                                                         
                                                      
      Section of

            
	
              of 1939, as
      amended                                                                                                              
           Amended
      and Restated Trust Agreement

            
	 	 
	
              310(a)(1)

            	
              807

            
	
              310(a)(2)

            	
              807

            
	310(a)(3) 
      	
              807

            
	
              310(a)(4)

            	
              207(a)(ii)

            
	
              310(b)

            	
              808

            
	
              311(a)

            	
              813

            
	
              311(b)

            	
              813

            
	
              312(a)

            	
              507

            
	
              312(b)

            	
              507

            
	
              312(c)

            	
              507

            
	
              313(a)

            	
              814(a)

            
	
              313(a)(4)

            	
              814(b)

            
	
              313(b)

            	
              814(b)

            
	
              313(c)

            	
              1009

            
	
              313(d)

            	
              814(c)

            
	
              314(a)

            	
              815

            
	
              314(b)

            	
              Not
      Applicable

            
	
              314(c)(1)

            	
              816

            
	
              314(c)(2)

            	
              816

            
	
              314(c)(3)

            	
              Not
      Applicable

            
	
              314(d)

            	
              Not
      Applicable

            
	
              314(e)

            	
              101,
      816

            
	
              315(a)

            	
              801(a),
      803(a)

            
	
              315(b)

            	
              802,
      1009

            
	
              315(c)

            	
              801(a)

            
	
              315(d)

            	
              801,
      803

            
	
              316(a)(2)

            	
              Not
      Applicable

            
	
              316(b)

            	
              Not
      Applicable

            
	
              316(c)

            	
              607

            
	
              317(a)(1)

            	
              Not
      Applicable

            
	
              317(a)(2)

            	
              Not
      Applicable

            
	
              317(b)

            	
              509

            
	
              318(a)

            	
              1011

            


    

     

     

    
      	
              Note:

            	
              This
      Cross-Reference Table does not constitute part of this Agreement and shall
      not

              affect
      the interpretation of any of its terms or
  provisions.

            


    

     


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED TRUST AGREEMENT

     

    
      	
               
      

            	
              AMENDED
      AND RESTATED TRUST AGREEMENT, dated as of July 7, 2008, among (i) CAPITOL
      BANCORP LTD., a Michigan corporation (including any successors or assigns,
      the “Depositor”), (ii) WELLS FARGO BANK, N.A., as property trustee (the
      “Property Trustee” and, in its separate corporate capacity and not in its
      capacity as Property Trustee, the “Bank”), (iii) WELLS FARGO DELAWARE
      TRUST COMPANY, as Delaware trustee (the “Delaware Trustee,” and, in its
      separate corporate capacity and not in its capacity as Delaware Trustee,
      the “Delaware Bank”), (iv) LEE W. HENDRICKSON, an individual, BRUCE A.
      THOMAS, an individual, and JEFFREY D. SAUNDERS, an individual, each of
      whose address is c/o Company (each an “Administrative Trustee” and
      collectively the “Administrative Trustees”) (the Property Trustee, the
      Delaware Trustee and the Administrative Trustees referred to collectively
      as the “Trustees”), and (v) the several Holders (as hereinafter
      defined).

            


    

     

    RECITALS

     

    
      	
               
      

            	
              WHEREAS,
      the Depositor, the Delaware Trustee, and Lee W. Hendrickson, Bruce A.
      Thomas and Jeffrey D. Saunders, each as an Administrative Trustee, have
      heretofore duly declared and established a statutory trust pursuant to the
      Delaware Statutory Trust Act by the entering into of that certain Trust
      Agreement, dated as of May 21, 2008 (the “Original Trust Agreement”), and
      by the execution and filing by the Delaware Trustee and the Administrative
      Trustees with the Secretary of State of the State of Delaware of the
      Certificate of Trust, filed on May 21, 2008, the form of which is attached
      as Exhibit A; and

            


    

     

    
      	
               
      

            	
              WHEREAS,
      the Depositor, the Delaware Trustee, the Property Trustee and the
      Administrative Trustees desire to amend and restate the Original Trust
      Agreement in its entirety as set forth herein to provide for, among other
      things, (i) the issuance of the Common Securities (as defined herein) by
      the Trust (as defined herein) to the Depositor; (ii) the issuance and sale
      of the Preferred Securities (as defined herein) by the Trust pursuant to
      the Underwriting Agreement (as defined herein); and (iii) the acquisition
      by the Trust from the Depositor of all of the right, title and interest in
      the Debentures (as defined herein);

            


    

     

    
      	
               
      

            	
              NOW
      THEREFORE, in consideration of the agreements and obligations set forth
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, each party, for the benefit
      of the other parties and for the benefit of the Securityholders (as
      defined herein), hereby amends and restates the Original Trust Agreement
      in its entirety and agrees as
follows:

            


    

     

                                     
ARTICLE
I                                

    DEFINED
TERMS

     

    SECTION
101   DEFINITIONS.

     

    
      	
               
      

            	
              For
      all purposes of this Trust Agreement, except as otherwise expressly
      provided or unless the context otherwise
  requires:

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (a) the terms
defined in this Article I have the meanings assigned to them in this Article I
and include the plural as well as the singular;

     

    (b) all other
terms used herein that are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them
therein;

     

    (c) unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Trust Agreement;
and

     

    (d) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Trust Agreement as a whole and not to any particular Article, Section or
other subdivision.

     

    
      	
               
      

            	
              “Act”
      has the meaning specified in Section
608(a).

            


    

     

    
      	
               
      

            	
              “Additional
      Amount” means, with respect to Trust Securities of a given Liquidation
      Amount and/or a given period, the amount of additional interest accrued on
      interest in arrears and paid by the Depositor on a Like Amount of
      Debentures for such period.

            


    

     

    
      	
               
      

            	
              “Additional
      Interest” has the meaning specified in Section 1.1 of the
      Indenture.

            


    

     

    
      	
               
      

            	
              “Administrative
      Trustee” means each of Lee W. Hendrickson, Bruce A. Thomas and Jeffrey D.
      Saunders, solely in his capacity as Administrative Trustee of the Trust
      continued hereunder and not in his individual capacity, or such
      Administrative Trustee’s successor in interest in such capacity, or any
      successor trustee appointed as herein
provided.

            


    

     

    
      	
               
      

            	
              “Affiliate”
      means, with respect to a specified Person, (a) any Person directly or
      indirectly owning, controlling or holding with power to vote 10% or more
      of the outstanding voting securities or other ownership interests of the
      specified Person; (b) any Person 10% or more of whose outstanding voting
      securities or other ownership interests are directly or indirectly owned,
      controlled or held with power to vote by the specified Person; (c) any
      Person directly or indirectly controlling, controlled by, or under common
      control with the specified Person; (d) a partnership in which the
      specified Person is a general partner; (e) any officer or director of the
      specified Person; and (f) if the specified Person is an individual, any
      entity of which the specified Person is an officer, director or general
      partner.

            


    

     

    
      	
               
      

            	
              “Applicable
      Procedures” has the meaning specified in Section
  503A(c).

            


    

     

    
      	
               
      

            	
              “Authenticating
      Agent” means an authenticating agent with respect to the Preferred
      Securities appointed by the Property Trustee pursuant to Section
      503.

            


    

     

    
      	
               
      

            	
              “Bank”
      has the meaning specified in the Preamble to this Trust
      Agreement.

            


    

     

    
      	
               
      

            	
              “Bankruptcy
      Event” means, with respect to any
Person:

            


    

     

    (a) the entry
of a decree or order by a court having jurisdiction in the premises adjudging
such Person a bankrupt or insolvent, or approving as properly filed a petition
seeking

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    liquidation
or reorganization of or in respect of such Person under the United States
Bankruptcy Code of 1978, as amended, or any other similar applicable federal or
state law, and the continuance of any such decree or order unvacated and
unstayed for a period of 90 days; or the commencement of an involuntary case
under the United States Bankruptcy Code of 1978, as amended, in respect of such
Person, which shall continue undismissed for a period of 90 days or entry of an
order for relief in such case; or the entry of a decree or order of a court
having jurisdiction in the premises for the appointment on the ground of
insolvency or bankruptcy of a receiver, custodian, liquidator, trustee or
assignee in bankruptcy or insolvency of such Person or of its property, or for
the winding up or liquidation of its affairs, and such decree or order shall
have remained in force unvacated and unstayed for a period of 90 days;
or

     

    (b) the
institution by such Person of proceedings to be adjudicated a voluntary
bankrupt, or the consent by such Person to the filing of a bankruptcy proceeding
against it, or the filing by such Person of a petition or answer or consent
seeking liquidation or reorganization under the United States Bankruptcy Code of
1978, as amended, or other similar applicable federal or state law, or the
consent by such Person to the filing of any such petition or to the appointment
on the ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of such Person or
of its property, or shall make a general assignment for the benefit of
creditors.

     

    
      	
               
      

            	
              “Bankruptcy
      Laws” has the meaning specified in Section
1010.

            


    

     

    
      	
               
      

            	
              “Business
      Day” means a day other than a Saturday or Sunday, a day on which federal
      banking institutions in The City of New York are authorized or required by
      law, executive order or regulation to remain closed, or a day on which the
      Corporate Trust Office of the Debenture Trustee or the Property Trustee,
      as applicable, is closed for
business.

            


    

     

    
      	
               
      

            	
              “Certificate
      of Trust” means the certificate of trust filed with the Secretary of State
      of the State of Delaware with respect to the Trust, as amended or restated
      from time to time.

            


    

     

    
      	
               
      

            	
              “Clearing
      Agency” means an organization registered as a “clearing agency” pursuant
      to Section 17A of the Securities Exchange Act of 1934, as amended. DTC
      shall be the initial Clearing
Agency.

            


    

     

    
      	
               
      

            	
              “Closing
      Date” means the date of execution and delivery of this Trust
      Agreement.

            


    

     

    
      	
               
      

            	
              “Code”
      means the Internal Revenue Code of 1986, as
  amended.

            


    

     

    
      	
               
      

            	
              “Commission”
      means the Securities and Exchange Commission, as from time to time
      constituted, created under the Exchange Act, or, if at any time after the
      execution of this instrument such Commission is not existing and
      performing the duties now assigned to it under the Trust Indenture Act,
      then the body performing such duties at such
  time.

            


    

     

    
      	
               
      

            	
              “Common
      Security” means an undivided beneficial interest in the assets of the
      Trust, having a Liquidation Amount of $10 and having the rights provided
      therefor in this Trust Agreement, including the right to receive
      Distributions and a Liquidation Distribution as provided
      herein.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              “Common
      Securities Certificate” means a certificate evidencing ownership of Common
      Securities, substantially in the form attached as Exhibit
    B.

            


    

     

    
      	
               
      

            	
              “Company”
      means Capitol Bancorp Ltd.

            


    

     

    
      	
               
      

            	
              “Corporate
      Trust Office” means the office at which, at any particular time, the
      corporate trust business of the Property Trustee or the Debenture Trustee,
      as the case may be, shall be principally administered, which office at the
      date hereof, in each such case, is located at 919 North Market Street,
      Suite 1600, Wilmington, Delaware 19801, Attention:  Corporate
      Trust Services.

            


    

     

    
      	
               
      

            	
              “Debenture
      Event of Default” means an “Event of Default” as defined in Section 7.1 of
      the Indenture.

            


    

     

    
      	
               
      

            	
              “Debenture
      Redemption Date” means, with respect to any Debentures to be redeemed
      under the Indenture, the date fixed for redemption under the
      Indenture.

            


    

     

    
      	
               
      

            	
              “Debenture
      Trustee” means Wells Fargo Bank, N.A. and any successor thereto, as
      trustee under the indenture.

            


    

     

    
      	
               
      

            	
              “Debentures”
      means up to $39,716,510 aggregate principal amount of the Depositor’s
      10.50% Junior Subordinated Debentures due 2038, issued pursuant to the
      Indenture.

            


    

     

    
      	
               
      

            	
              “Delaware
      Bank” has the meaning specified in the Preamble to this Trust
      Agreement.

            


    

     

    
      	
               
      

            	
              “Delaware
      Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12
      Del. Code § 3801 et seq., as it may be amended from time to
      time.

            


    

     

    
      	
               
      

            	
              “Delaware
      Trustee” means the commercial bank or trust company identified as the
      “Delaware Trustee” in the Preamble to this Trust Agreement solely in its
      capacity as Delaware Trustee of the Trust continued hereunder and not in
      its individual capacity, or its successor in interest in such capacity, or
      any successor trustee appointed as herein
  provided.

            


    

     

    
      	
               
      

            	
              “Depositary”
      means DTC or any successor thereto.

            


    

     

    
      	
               
      

            	
              “Depositor”
      has the meaning specified in the Preamble to this Trust
      Agreement.

            


    

     

    
      	
               
      

            	
              “Distribution
      Date” has the meaning specified in Section
  401(a).

            


    

     

    
      	
               
      

            	
              “Distributions”
      means amounts payable in respect of the Trust Securities as provided in
      Section 401.

            


    

     

    
      	
               
      

            	
              “DTC”
      means The Depository Trust Company.

            


    

     

    
      	
               
      

            	
              “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

            


    

     

    
      	
               
      

            	
              “Event
      of Default” means any one of the following events (whatever the reason for
      such Event of Default and whether it shall be voluntary or involuntary or
      be effected by operation of law or pursuant to any judgment, decree or
      order of any court or any order, rule or regulation of any administrative
      or governmental body):

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (a) the
occurrence of a Debenture Event of Default; or

     

    (b) default
by the Trust in the payment of any Distribution when it becomes due and payable,
and continuation of such default for a period of 30 days; or

     

    (c) default
by the Trust in the payment of any Redemption Price of any Trust Security when
it becomes due and payable; or

     

    (d) default
in the performance, or breach, in any material respect, of any covenant or
warranty of the Trustees in this Trust Agreement (other than a covenant or
warranty a default in the performance of which or the breach of which is dealt
with in clause (b) or (c), above) and continuation of such default or breach for
a period of 60 days after there has been given, by registered or certified mail,
to the defaulting Trustee or Trustees by the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Preferred Securities a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or

     

    (e) the
occurrence of a Bankruptcy Event with respect to the Property Trustee and the
failure by the Depositor to appoint a successor Property Trustee within 60 days
thereof.

     

    
      	
               
      

            	
              “Exchange
      Act” means the Securities Exchange Act of 1934, as
  amended.

            


    

     

    
      	
               
      

            	
              “Expense
      Agreement” means the Agreement as to Expenses and Liabilities between the
      Depositor and the Trust, substantially in the form attached as Exhibit C,
      as amended from time to time.

            


    

     

    
      	
               
      

            	
              “Expiration
      Date” has the meaning specified in Section
901.

            


    

     

    
      	
               
      

            	
              “Extended
      Interest Payment Period” has the meaning specified in Section 4.1 of the
      Indenture.

            


    

     

    
      	
               
      

            	
              “Global
      Preferred Securities Certificate” means a Preferred Securities Certificate
      evidencing ownership of a Global Preferred
  Security.

            


    

     

    
      	
               
      

            	
              “Global
      Preferred Security” means a Preferred Security, the ownership and transfer
      of which shall be made through book entries by a Clearing Agency as
      described herein.

            


    

     

    
      	
               
      

            	
              “Guarantee”
      means the Preferred Securities Guarantee Agreement executed and delivered
      by the Depositor and Wells Fargo Bank, N.A., as trustee, contemporaneously
      with the execution and delivery of this Trust Agreement, for the benefit
      of the Holders of the Preferred Securities, as amended from time to
      time.

            


    

     

    
      	
               
      

            	
              “Indenture”
      means the Indenture, dated as of July 7, 2008, between the Depositor and
      the Debenture Trustee, as trustee, as amended or supplemented from time to
      time.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              “Investment
      Company Act,” means the Investment Company Act of 1940, as amended, as in
      effect at the date of execution of this
  instrument.

            


    

     

    
      	
               
      

            	
              “Lien”
      means any lien, pledge, charge, encumbrance, mortgage, deed of trust,
      adverse ownership interest, hypothecation, assignment, security interest
      or preference, priority or other security agreement or preferential
      arrangement of any kind or nature
whatsoever.

            


    

     

    
      	
               
      

            	
              “Like
      Amount” means (a) with respect to a redemption of Trust Securities, Trust
      Securities having an aggregate Liquidation Amount equal to the aggregate
      principal amount of Debentures to be contemporaneously redeemed in
      accordance with the Indenture and the proceeds of which shall be used to
      pay the Redemption Price of such Trust Securities; and (b) with respect to
      a distribution of Debentures to Holders of Trust Securities in connection
      with a termination or liquidation of the Trust, Debentures having a
      principal amount equal to the Liquidation Amount of the Trust Securities
      of the Holder to whom such Debentures are distributed. Each Debenture
      distributed pursuant to clause (b) above shall carry with it accrued
      interest in an amount equal to the accrued and unpaid interest then due on
      such Debentures.

            


    

     

    
      	
               
      

            	
              “Liquidation
      Amount” means the stated amount of $10 per Trust
  Security.

            


    

     

    
      	
               
      

            	
              “Liquidation
      Date” means the date on which Debentures are to be distributed to Holders
      of Trust Securities in connection with a termination and liquidation of
      the Trust pursuant to Section
904(a).

            


    

     

    
      	
               
      

            	
              “Liquidation
      Distribution” has the meaning specified in Section
  904(d).

            


    

     

    
      	
               
      

            	
              “Officers’
      Certificate” means a certificate signed by the President or an Executive
      Vice President and by the Chief Financial Officer or the Treasurer or the
      Secretary, of the Depositor, and delivered to the appropriate Trustee. One
      of the officers signing an Officers’ Certificate given pursuant to Section
      816 shall be the principal executive, financial or accounting officer of
      the Depositor. Any Officers’ Certificate delivered with respect to
      compliance with a condition or covenant provided for in this Trust
      Agreement shall include:

            


    

     

    (a) a
statement that each officer signing the Officers’ Certificate has read the
covenant or condition and the definitions relating thereto;

     

    (b) a brief
statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers’ Certificate;

     

    (c) a
statement that each such officer has made such examination or investigation as,
in such officer’s opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

    (d) a
statement as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              “Opinion
      of Counsel” means an opinion in writing of independent, outside legal
      counsel for the Trust, the Property Trustee, the Delaware Trustee or the
      Depositor, who shall be reasonably acceptable to the Property
      Trustee.

            


    

     

    
      	
               
      

            	
              “Option
      Closing Date” has the meaning specified in the Underwriting
      Agreement.

            


    

     

    
      	
               
      

            	
              “Original
      Trust Agreement” has the meaning specified in the Recitals to this Trust
      Agreement.

            


    

     

    
      	
               
      

            	
              “Outstanding,”
      when used with respect to Preferred Securities, means, as of the date of
      determination, all Preferred Securities theretofore executed and delivered
      under this Trust Agreement, except:

            


    

     

    (a) Preferred
Securities theretofore canceled by the Property Trustee or delivered to the
Property Trustee for cancellation;

     

    (b) Preferred
Securities for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Property Trustee or any Paying Agent for the
Holders of such Preferred Securities; provided that, if such Preferred
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and

     

    (c) Preferred
Securities which have been paid or in exchange for or in lieu of which other
Preferred Securities have been executed and delivered pursuant to Sections 504,
505 and 511; provided, however, that in determining whether the Holders of the
requisite Liquidation Amount of the Outstanding Preferred Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Preferred Securities owned by the Depositor, any Trustee or any
Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities that such Trustee knows to
be so owned shall be so disregarded; and (b) the foregoing shall not apply at
any time when all of the outstanding Preferred Securities are owned by the
Depositor, one or more of the Trustees and/or any such Affiliate. Preferred
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees the pledgee’s right so to act with respect to such Preferred Securities
and the pledgee is not the Depositor or any other Obligor upon the Preferred
Securities or a Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Depositor or any Affiliate of
the Depositor.

     

    
      	
               
      

            	
              “Paying
      Agent” means any paying agent or co-paying agent appointed pursuant to
      Section 509 and shall initially be the Property
  Trustee.

            


    

     

    
      	
               
      

            	
              “Payment
      Account” means a segregated non-interest-bearing corporate trust account
      maintained by the Property Trustee with the Bank in its trust department
      for the benefit of the Securityholders in which all amounts paid in
      respect of the Debentures shall be held and from which the Property
      Trustee shall make payments to the Securityholders in accordance with
      Sections 401 and 402.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              “Person”
      means any individual, corporation, partnership, joint venture, trust,
      limited liability company or corporation, unincorporated organization or
      government or any agency or political subdivision
  thereof.

            


    

     

    
      	
               
      

            	
              “Preferred
      Security” means an undivided beneficial interest in the assets of the
      Trust, having a Liquidation Amount of $10 and having the rights provided
      therefor in this Trust Agreement, including the right to receive
      Distributions and a Liquidation Distribution as provided
      herein.

            


    

     

    
      	
               
      

            	
              “Preferred
      Securities Certificate” means a certificate evidencing ownership of
      Preferred Securities, substantially in the form attached as Exhibit
      D.

            


    

     

    
      	
               
      

            	
              “Property
      Trustee” means the commercial bank or trust company identified as the
      “Property Trustee,” in the Preamble to this Trust Agreement solely in its
      capacity as Property Trustee of the Trust continued hereunder and not in
      its individual capacity, or its successor in interest in such capacity, or
      any successor property trustee appointed as herein
    provided.

            


    

     

    
      	
               
      

            	
              “Redemption
      Date” means, with respect to any Trust Security to be redeemed, the date
      fixed for such redemption by or pursuant to this Trust Agreement; provided
      that each Debenture Redemption Date and the stated maturity of the
      Debentures shall be a Redemption Date for a Like Amount of Trust
      Securities.

            


    

     

    
      	
               
      

            	
              “Redemption
      Price” means, with respect to any Trust Security, the Liquidation Amount
      of such Trust Security, plus accumulated and unpaid Distributions to the
      Redemption Date allocated on a pro rata basis (based on Liquidation
      Amounts) among the Trust
Securities.

            


    

     

    
      	
               
      

            	
              “Relevant
      Trustee” shall have the meaning specified in Section
    810(a).

            


    

     

    
      	
               
      

            	
              “Responsible
      Officer” when used with respect to the Trustee means any officer within
      the Corporate Trust Office of the Trustee with direct responsibility for
      the administration of this Trust Agreement, including any vice president,
      any trust officer, any assistant secretary or any other officer or
      assistant officer of the Trustee who customarily performs functions
      similar to those performed by the Persons who at the time shall be such
      officers, respectively, or to whom any corporate trust matter is referred
      because of his or her knowledge of and familiarity with the particular
      subject.

            


    

     

    
      	
               
      

            	
              “Securities
      Register” and “Securities Registrar” have the respective meanings
      specified in Section 504.

            


    

     

    
      	
               
      

            	
              “Securityholder”
      or “Holder” means a Person in whose name a Trust Security is or Trust
      Securities are registered in the Securities Register; any such Person is a
      beneficial owner within the meaning of the Delaware Statutory Trust
      Act.

            


    

     

    
      	
               
      

            	
              “Trust”
      means the Delaware statutory trust continued hereby and identified on the
      cover page to this Trust Agreement.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              “Trust
      Agreement” means this Amended and Restated Trust Agreement, as the same
      may be modified, amended or supplemented in accordance with the applicable
      provisions hereof, including all exhibits hereto, including, for all
      purposes of this Trust Agreement and any such modification, amendment or
      supplement, the provisions of the Trust Indenture Act that are deemed to
      be a part of and govern this Trust Agreement and any such modification,
      amendment or supplement,
respectively.

            


    

     

    
      	
               
      

            	
              “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended, as in
      force at the date as of which this instrument was executed; provided,
      however, that in the event the Trust Indenture Act of 1939, as amended, is
      amended after such date, “Trust Indenture Act” means, to the extent
      required by any such amendment, the Trust Indenture Act of 1939 as so
      amended.

            


    

     

    
      	
               
      

            	
              “Trust
      Property” means (a) the Debentures; (b) the rights of the Property Trustee
      under the Guarantee; (c) any cash on deposit in, or owing to, the Payment
      Account; and (d) all proceeds and rights in respect of the foregoing and
      any other property and assets for the time being held or deemed to be held
      by the Property Trustee pursuant to the trusts of this Trust
      Agreement.

            


    

     

    
      	
               
      

            	
              “Trust
      Security” means any one of the Common Securities or the Preferred
      Securities.

            


    

     

    
      	
               
      

            	
              “Trust
      Securities Certificate” means any one of the Common Securities
      Certificates or the Preferred Securities
  Certificates.

            


    

     

    
      	
               
      

            	
              “Trustees”
      means, collectively, the Property Trustee, the Delaware Trustee and the
      Administrative Trustees.

            


    

     

    
      	
               
      

            	
              “Underwriter”
      has the meaning ascribed to such term in the Underwriting
      Agreement.

            


    

     

    
      	
               
      

            	
              “Underwriting
      Agreement” means the Underwriting Agreement, dated as of June 30, 2008,
      among the Trust, the Depositor and the Underwriters named
      therein.

            


    

     

                                   
ARTICLE
II                                

    ESTABLISHMENT
OF THE TRUST

     

    SECTION
201   NAME.

     

    
      	
               
      

            	
              The
      Trust continued hereby shall be known as “Capitol Trust XII,” as such name
      may be modified from time to time by the Administrative Trustees following
      written notice to the Holders of Trust Securities and the other Trustees,
      in which name the Trustees may engage in the transactions contemplated
      hereby, make and execute contracts and other instruments on behalf of the
      Trust and sue and be sued.

            


    

     

    SECTION
202   OFFICE
OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

     

    
      	
               
      

            	
              The
      address of the Delaware Trustee in the State of Delaware is 919 North
      Market Street, Suite 1600, Wilmington, Delaware 19801, Attention:
      Corporate Trust Services, or such

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
    

     

    
      	 	
              other
      address in the State of Delaware as the Delaware Trustee may designate by
      written notice to the Securityholders and the Depositor. The principal
      executive office of the Trust is c/o Capitol Bancorp Center, 200
      Washington Square North, Lansing, Michigan
  48933. 

            


    

     

    SECTION
203   INITIAL
CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.

     

    
      	
               
      

            	
              The
      Property Trustee acknowledges receipt in trust of the sum of $10, which
      the Depositor contributed to the Trust in connection with the Original
      Trust Agreement, which constitutes the initial Trust Property. The
      Depositor shall pay all fees, costs and organizational expenses of the
      Trust as they arise or shall, upon request of any Trustee, promptly
      reimburse such Trustee for any such fees, costs or expenses paid by such
      Trustee. The Depositor shall make no claim upon the Trust Property for the
      payment of such expenses.

            


    

     

    SECTION
204   ISSUANCE
OF THE PREFERRED SECURITIES.

     

    
      	
               
      

            	
              On
      June 30, 2008, the Depositor and an Administrative Trustee, on behalf of
      the Trust and pursuant to the Original Trust Agreement, executed and
      delivered the Underwriting Agreement. Contemporaneously with the execution
      and delivery of this Trust Agreement, an Administrative Trustee, on behalf
      of the Trust, shall execute in accordance with Section 502 and deliver in
      accordance with the Underwriting Agreement, Preferred Securities
      Certificates, registered in the name of Persons entitled thereto in an
      aggregate amount of 3,350,000 Preferred Securities having an aggregate
      Liquidation Amount of $33,500,000 against receipt of the aggregate
      purchase price of such Preferred Securities of $33,500,000, which amount
      such Administrative Trustee shall promptly deliver to the Property
      Trustee. If the Underwriters exercise their over allotment option and
      there is an Option Closing Date, then an Administrative Trustee, on behalf
      of the Trust, shall execute in accordance with Section 502 and deliver in
      accordance with the Underwriting Agreement, Preferred Securities
      Certificates, registered in the name of the Persons entitled thereto, in
      an additional aggregate amount of up to 502,500 Preferred Securities
      having an aggregate Liquidation Amount of up to $5,025,000 against receipt
      of the aggregate purchase price of such Preferred Securities of up to
      $5,025,000, which amount such Administrative Trustee shall promptly
      deliver to the Property Trustee.

            


    

     

    SECTION
205   ISSUANCE
OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF DEBENTURES.

     

    (a) Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 502
and deliver to the Depositor, Common Securities Certificates, registered in the
name of the Depositor, in an aggregate amount of Common Securities having an
aggregate Liquidation Amount of $1,036,090 against payment by the Depositor of
such amount. Contemporaneously therewith, an Administrative Trustee, on behalf
of the Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $34,536,090, and, in satisfaction of
the

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    purchase
price for such Debentures, the Property Trustee, on behalf of the Trust, shall
deliver to the Depositor the sum of $34,536,090.

     

    (b) If the
Underwriters exercise their over allotment option and there is an Option Closing
Date, then an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an additional
aggregate amount of Common Securities having an aggregate Liquidation Amount of
up to $155,420 against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor, additional Debentures,
registered in the name of the Trust and having an aggregate principal amount of
up to $5,180,420, and, in satisfaction of the purchase price of such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor up
to $5,180,420, such aggregate amount to be equal to the sum of the amounts
received from the Depositor pursuant to this Section 205(b) and from one of the
Administrative Trustees pursuant to the last sentence of Section
204.

     

    SECTION
206   DECLARATION
OF TRUST.

     

    
      	
               
      

            	
              The
      exclusive purposes and functions of the Trust are (a) to issue and sell
      Trust Securities and use the proceeds from such sale to acquire the
      Debentures; and (b) to engage in those activities necessary, advisable or
      incidental thereto. The Depositor hereby confirms the appointment of the
      Trustees as trustees of the Trust, to have all the rights, powers and
      duties to the extent set forth herein, and the Trustees hereby acknowledge
      such appointment. The Property Trustee hereby declares that it shall hold
      the Trust Property in trust upon and subject to the conditions set forth
      herein for the benefit of the Securityholders. The Administrative Trustees
      shall have all rights, powers and duties set forth herein and in
      accordance with applicable law with respect to accomplishing the purposes
      of the Trust. The Delaware Trustee shall not be entitled to exercise any
      powers, nor shall the Delaware Trustee have any of the duties and
      responsibilities, of the Property Trustee or the Administrative Trustees
      set forth herein. The Delaware Trustee shall be one of the Trustees of the
      Trust for the sole and limited purpose of fulfilling the requirements of
      Section 3807 of the Delaware Statutory Trust
  Act.

            


    

     

    SECTION
207   AUTHORIZATION
TO ENTER INTO CERTAIN TRANSACTIONS.

     

    (a) The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (b) of
this Section 207 and Article VIII, and in accordance with the following
provisions (i) and (ii), the Administrative Trustees shall have the authority to
enter into all transactions and agreements determined by the Administrative
Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Administrative Trustees under this Trust Agreement, and
to perform all acts in furtherance thereof, including without limitation, the
following:

     

    
      	
              (i)  

            	
              As
      among the Trustees, each Administrative Trustee, acting singly or jointly,
      shall have the power and authority to act on behalf of the Trust with
      respect to the following matters:

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              (A)  

            	
              the
      issuance and sale of the Trust Securities and the compliance with the
      Underwriting Agreement in connection
therewith;

            


    

     

    
      	
              (B)  

            	
              to
      cause the Trust to enter into, and to execute, deliver and perform on
      behalf of the Trust, the Expense Agreement and such other agreements or
      documents as may be necessary or desirable in connection with the purposes
      and function of the Trust;

            


    

     

    
      	
              (C)  

            	
              assisting
      in the registration of the Preferred Securities under the Securities Act
      of 1933, as amended, and under state securities or blue sky laws, and the
      qualification of this Trust Agreement as a trust indenture under the Trust
      Indenture Act;

            


    

     

    
      	
              (D)  

            	
              assisting
      in the listing of the Preferred Securities upon the New York Stock
      Exchange or such securities exchange or exchanges as shall be determined
      by the Depositor, the registration of the Preferred Securities under the
      Exchange Act, the compliance with the listing requirements of the New York
      Stock Exchange or other applicable securities exchange and the preparation
      and filing of all periodic and other reports and other documents pursuant
      to the foregoing;

            


    

     

    
      	
              (E)  

            	
              the
      sending of notices (other than notices of default) and other information
      regarding the Trust Securities and the Debentures to the Securityholders
      in accordance with this Trust
Agreement;

            


    

     

    
      	
              (F)  

            	
              the
      appointment of a Paying Agent, Authenticating Agent and Securities
      Registrar in accordance with this Trust
  Agreement;

            


    

     

    
      	
              (G)  

            	
              to
      the extent provided in this Trust Agreement, the winding up of the affairs
      of and liquidation of the Trust and the preparation, execution and filing
      of the certificate of cancellation with the Secretary of State of the
      State of Delaware;

            


    

     

    
      	
              (H)  

            	
              the
      taking of all action that may be necessary or appropriate for the
      preservation and the continuation of the Trust’s valid existence, rights,
      franchises and privileges as a statutory trust under the laws of the State
      of Delaware and of each other jurisdiction in which such existence is
      necessary to protect the limited liability of the Holders of the Preferred
      Securities or to enable the Trust to effect the purposes for which the
      Trust was created;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              (I)  

            	
              the
      taking of any action incidental to the foregoing as the Administrative
      Trustees may from time to time determine is necessary or advisable to give
      effect to the terms of this Trust Agreement for the benefit of the
      Securityholders (without consideration of the effect of any such action on
      any particular Securityholder); and

            


    

     

    
      	
              (J)
        

            	
              preparation
      and filing of all applicable tax returns and tax information reports that
      are required to be filed on behalf of the
Trust.

            


    

     

    
      	
              (ii)  

            	
              As
      among the Trustees, the Property Trustee shall have the power, duty and
      authority to act on behalf of the Trust with respect to the following
      matters:

            


    

     

    
      	
              (A)  

            	
              the
      establishment of the Payment
Account;

            


    

     

    
      	
              (B)  

            	
              the
      receipt of the Debentures;

            


    

     

    
      	
              (C)  

            	
              the
      collection of interest, principal and any other payments made in respect
      of the Debentures in the Payment
Account;

            


    

     

    
      	
              (D)  

            	
              the
      distribution of amounts owed to the Securityholders in respect of the
      Trust Securities in accordance with the terms of this Trust
      Agreement;

            


    

     

    
      	
              (E)  

            	
              the
      exercise of all of the rights, powers and privileges of a holder of the
      Debentures in accordance with the terms of this Trust
      Agreement;

            


    

     

    
      	
              (F)  

            	
              the
      sending of notices of default and other information regarding the Trust
      Securities and the Debentures to the Securityholders in accordance with
      this Trust Agreement;

            


    

     

    
      	
              (G)  

            	
              the
      distribution of the Trust Property in accordance with the terms of this
      Trust Agreement;

            


    

     

    
      	
              (H)  

            	
              after
      an Event of Default, the taking of any action incidental to the foregoing
      as the Property Trustee may from time to time determine is necessary or
      advisable to give effect to the terms of this Trust Agreement and protect
      and conserve the Trust Property for the benefit of the Securityholders
      (without consideration of the effect of any such action on any particular
      Securityholder);

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              (I)  

            	
              registering
      transfers of the Trust Securities in accordance with this Trust
      Agreement;

            


    

     

    
      	
              (J)  

            	
              except
      as otherwise provided in this Section 207(a)(ii), the Property Trustee
      shall have none of the duties, liabilities, powers or the authority of the
      Administrative Trustees set forth in Section 207(a)(i);
  and

            


    

     

    
      	
              (K) 
      

            	
              the
      authentication of the Preferred Securities as provided in this Trust
      Agreement.

            


    

     

    (b) So long
as this Trust Agreement remains in effect, the Trust (or the Trustees acting on
behalf of the Trust) shall not undertake any business, activities or transaction
except as expressly provided herein or contemplated hereby. In particular, the
Trustees shall not (i) acquire any investments or engage in any activities not
authorized by this Trust Agreement; (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein; (iii) take any action that would cause (or, in the case of the Property
Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust
to fail or cease to qualify as a “grantor trust” for United States federal
income tax purposes; (iv) incur any indebtedness for borrowed money or issue any
other debt; or (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property. The Administrative Trustees
shall defend all claims and demands of all Persons at any time claiming any Lien
on any of the Trust Property adverse to the interest of the Trust or the
Securityholders in their capacity as Securityholders.

     

    (c) In
connection with the issue and sale of the Preferred Securities, the Depositor
shall have the right and responsibility to assist the Trust with respect to, or
effect on behalf of the Trust, the following (and any actions taken by the
Depositor in furtherance of the following prior to the date of this Trust
Agreement are hereby ratified and confirmed in all respects):

     

    
      	
              (i)  

            	
              the
      preparation and filing by the Trust with the Commission and the execution
      on behalf of the Trust of a registration statement on the appropriate form
      in relation to the Preferred Securities, the Debentures, and the
      Guarantee, including any amendments
thereto;

            


    

     

    
      	
              (ii)  

            	
              the
      determination of the states in which to take appropriate action to qualify
      or register for sale all or part of the Preferred Securities and to do any
      and all such acts, other than actions which must be taken by or on behalf
      of the Trust, and advise the Trustees of actions they must take on behalf
      of the Trust, and prepare for execution and filing any documents to be
      executed and filed by the Trust or on behalf of the Trust, as the
      Depositor deems necessary or advisable in order to comply with the
      applicable laws of any such States;

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              (iii)  

            	
              the
      preparation for filing by the Trust and execution on behalf of the Trust
      of an application to the New York Stock Exchange or a national stock
      exchange or other organizations for listing upon notice of issuance of any
      Preferred Securities and to file or cause an Administrative Trustee to
      file thereafter with such exchange or organization such notifications and
      documents as may be necessary from time to
time;

            


    

     

    
      	
              (iv)  

            	
              the
      preparation for filing by the Trust with the Commission and the execution
      on behalf of the Trust of a registration statement on Form 8-A relating to
      the registration of the Preferred Securities under Section 12(b) or 12(g)
      of the Exchange Act, including any amendments
  thereto;

            


    

     

    
      	
              (v)  

            	
              the
      negotiation of the terms of, and the execution and delivery of, the
      Underwriting Agreement providing for the sale of the Preferred Securities;
      and

            


    

     

    
      	
              (vi)  

            	
              the
      taking of any other actions necessary or desirable to carry out any of the
      foregoing activities.

            


    

     

    (d) Notwithstanding
anything herein to the contrary, the Trustees are authorized and directed to
conduct the affairs of the Trust and to operate the Trust so that the Trust
shall not be deemed to be an “investment company” required to be registered
under the Investment Company Act, shall be classified as a “grantor trust” and
not as an association taxable as a corporation for United States federal income
tax purposes and so that the Debentures shall be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection,
subject to Section 1002, the Depositor and the Administrative Trustees are
authorized to take any action, not inconsistent with applicable law or this
Trust Agreement, that each of the Depositor and the Trustees determines in their
discretion to be necessary or desirable for such purposes.

     

    SECTION
208   ASSETS
OF TRUST.

     

    
      	
               
      

            	
              The
      assets of the Trust shall consist of the Trust
  Property.

            


    

     

    SECTION
209   TITLE
TO TRUST PROPERTY.

     

    
      	
               
      

            	
              Legal
      title to all Trust Property shall be vested at all times in the Property
      Trustee (in its capacity as such) and shall be held and administered by
      the Property Trustee for the benefit of the Trust and the Securityholders
      in accordance with this Trust
Agreement.

            


    

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

                                     
ARTICLE
III                                

    PAYMENT
ACCOUNT

     

    SECTION
301   PAYMENT
ACCOUNT.

     

    (a) On or
prior to the Closing Date, the Property Trustee shall establish the Payment
Account. The Property Trustee and the Paying Agent shall have exclusive control
and sole right of withdrawal with respect to the Payment Account for the purpose
of making deposits in and withdrawals from the Payment Account in accordance
with this Trust Agreement. All monies and other property deposited or held from
time to time in the Payment Account shall be held by the Property Trustee in the
Payment Account for the exclusive benefit of the Securityholders and for
distribution as herein provided, including (and subject to) any priority of
payments provided for herein.

     

    (b) The
Property Trustee shall deposit in the Payment Account, promptly upon receipt,
all payments of principal of or interest on, and any other payments or proceeds
with respect to, the Debentures. Amounts held in the Payment Account shall not
be invested by the Property Trustee pending distribution thereof.

     

                                       
ARTICLE
IV                                

    DISTRIBUTIONS;
REDEMPTION

     

    SECTION
401   DISTRIBUTIONS.

     

    (a) Distributions
on the Trust Securities shall be cumulative, and shall accumulate whether or not
there are funds of the Trust available for the payment of Distributions.
Distributions shall accumulate from July 7, 2008, and, except during any
Extended Interest Payment Period with respect to the Debentures, shall be
payable quarterly in arrears on the last calendar day of March, June, September
and December of each year, commencing on September 30, 2008. If any date on
which a Distribution is otherwise payable on the Trust Securities is not a
Business Day, then the payment of such Distribution shall be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as if made on such date (each date on which Distributions are payable
in accordance with this Section 401(a), a “Distribution Date”).

     

    (b) The Trust
Securities represent undivided beneficial interests in the Trust Property.
Distributions on the Trust Securities shall be payable at a rate of 10.50% per
annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any period ending on or prior to March 31, 2038 shall
be computed on the basis of a 360-day year of twelve 30-day months. The amount
of Distributions for any period ending on or after March 31, 2038 shall be
computed on the basis of a 360-day year and the actual number of days elapsed
during the relevant period. During any Extended Interest Payment Period with
respect to the Debentures, Distributions on the Preferred Securities shall be
deferred for a period equal to the

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Extended
Interest Payment Period. The amount of Distributions payable for any period
shall include the Additional Amount, if applicable.

     

    (c) Distributions
on the Trust Securities shall be made by the Property Trustee solely from the
Payment Account and shall be payable on each Distribution Date only to the
extent that the Trust has funds on hand and immediately available by 12:00 p.m.
(Noon), New York City time, on each Distribution Date in the Payment Account for
the payment of such Distributions.

     

    (d) Distributions
on the Trust Securities with respect to a Distribution Date shall be payable to
the Holders thereof as they appear on the Securities Register for the Trust
Securities on the close of business on the relevant record date, which shall be
the 15th day of March, June, September or December for Distributions payable on
the last calendar day of the respective month; provided, however, that for any
Trust Securities held in global form, Distributions shall be payable to the
Holder thereof as of one Business Day immediately preceding the Distribution
Date.

     

    (e) As a
condition to the payment of any principal of or interest on the Trust Securities
without the imposition of withholding tax, the Property Trustee or any Paying
Agent shall require the previous delivery of properly completed and signed
applicable U.S. federal income tax certifications (generally, an Internal
Revenue Service Form W-9 (or applicable successor form) in the case of a person
that is a "United States person" within the meaning of Section 7701(a)(30) of
the Code or an Internal Revenue Service Form W-8 (or applicable successor form)
in the case of a person that is not a "United States person" within the meaning
of Section 7701(a)(30) of the Code), and any other certification acceptable to
it to enable the Property Trustee or any Paying Agent to determine their
respective duties and liabilities with respect to any taxes or other charges
that they may be required to pay, deduct or withhold in respect of such Trust
Securities.

     

    SECTION
402   REDEMPTION.

     

    (a) On each
Debenture Redemption Date and on the maturity of the Debentures, the Trust shall
be required to redeem a Like Amount of Trust Securities at the Redemption
Price.

     

    (b) Notice of
redemption shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date to each Holder of Trust Securities to be redeemed, at such Holder’s address
appearing in the Securities Register. The Property Trustee shall have no
responsibility for the accuracy of any CUSIP number contained in such notice.
All notices of redemption shall state:

     

    
      	
              (i)  

            	
              the
      Redemption Date;

            


    

     

    
      	
              (ii)  

            	
              the
      Redemption Price;

            


    

     

    
      	
              (iii)  

            	
              the
      CUSIP number;

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              (iv)  

            	
              if
      less than all the Outstanding Trust Securities are to be redeemed, the
      identification and the aggregate Liquidation Amount of the particular
      Trust Securities to be redeemed;

            


    

     

    
      	
              (v)  

            	
              that,
      on the Redemption Date, the Redemption Price shall become due and payable
      upon each such Trust Security to be redeemed and that Distributions
      thereon shall cease to accumulate on and after said date, except as
      provided in Section 402(d); and

            


    

     

    
      	
              (vi)  

            	
              the
      place or places at which Trust Securities are to be surrendered for the
      payment of the Redemption Price.

            


    

     

    (c) The Trust
Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption of Debentures.
Redemptions of the Trust Securities shall be made and the Redemption Price shall
be payable on each Redemption Date only to the extent that the Trust has
immediately available funds then on hand and available in the Payment Account
for the payment of such Redemption Price.

     

    (d) If the
Property Trustee gives a notice of redemption in respect of any Preferred
Securities, then, by 12:00 p.m. (noon), New York City time, on the Redemption
Date, the Property Trustee, subject to Section 402(c), shall, with respect to
Preferred Securities held in global form, deposit with the Clearing Agency for
such Preferred Securities, to the extent available therefor, funds sufficient to
pay the applicable Redemption Price. With respect to Trust Securities that are
not held in global form, the Property Trustee, subject to Section 402(c), shall
deposit with the Paying Agent funds sufficient to pay the applicable Redemption
Price and shall give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the record holders thereof upon surrender of their
Trust Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register for the Trust Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, (i) all rights of Securityholders holding Trust Securities so called
for redemption shall cease, except the right of such Securityholders to receive
the Redemption Price, but without interest and (ii) such Trust Securities shall
cease to be Outstanding.  Payment of the Redemption Price on the Trust
Securities shall be made to the record holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date. In the
event that any date on which any Redemption Price is payable is not a Business
Day, then payment of the Redemption Price payable on such date shall. be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (and without any reduction of interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
shall continue to accumulate, at the then applicable rate, from the

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Redemption
Date originally established by the Trust for such Trust Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
shall be the date fixed for redemption for purposes of calculating the
Redemption Price.

     

    (e) Subject
to Section 403(a), if less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated on a pro rata basis (based on
Liquidation Amounts) among the Common Securities and the Preferred Securities.
The particular Preferred Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the Liquidation Amount or an integral multiple of the
Liquidation Amount) of the Liquidation Amount of Preferred Securities of a
denomination larger than such Liquidation Amount; provided, however, in the
event the redemption relates only to Preferred Securities purchased and held by
the Depositor being redeemed in exchange for a Like Amount of Debentures, the
Property Trustee shall select those particular Preferred Securities for
redemption. The Property Trustee shall promptly notify the Securities Registrar
in writing of the Preferred Securities selected for redemption and, in the case
of any Preferred Securities selected for partial redemption, the Liquidation
Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless
the context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities which has been or is to be redeemed.

     

    SECTION
403   SUBORDINATION
OF COMMON SECURITIES.

     

    (a) Payment
of Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made, subject
to Section 402(f), pro rata among the Common Securities and the Preferred
Securities based on the Liquidation Amount of the Trust Securities; provided,
however, that if on any Distribution Date or Redemption Date any Event of
Default resulting from a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all Outstanding Preferred Securities then called for
redemption, shall have been made or provided for, and all funds immediately
available to the Property Trustee shall first be applied to the payment in full
in cash of all Distributions (including Additional Amounts, if applicable) on,
or the Redemption Price of, Preferred Securities then due and
payable.

     

    (b) In the
case of the occurrence of any Event of Default resulting from a Debenture Event
of Default, the Holder of Common Securities shall be deemed to have waived any
right to act with respect to any such Event of Default under this Trust
Agreement until the

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    effect of
all such Events of Default with respect to the Preferred Securities shall have
been cured, waived or otherwise eliminated. Until any such Event of Default
under this Trust Agreement with respect to the Preferred Securities shall have
been so cured, waived or otherwise eliminated, the Property Trustee shall act
solely on behalf of the Holders of the Preferred Securities and not the Holder
of the Common Securities, and only the Holders of the Preferred Securities shall
have the right to direct the Property Trustee to act on their
behalf.

     

    SECTION
404   PAYMENT
PROCEDURES.

     

    
      	
               
      

            	
              Payments
      of Distributions (including Additional Amounts, if applicable) in respect
      of the Preferred Securities shall be made by check mailed to the address
      of the Person entitled thereto as such address shall appear on the
      Securities Register or, if the Preferred Securities are held by a Clearing
      Agency, such Distributions shall be made by wire transfer to the Clearing
      Agency in immediately available funds, which will credit the relevant
      accounts on the applicable Distribution Dates. Payments in respect of the
      Common Securities shall be made in such manner as shall be mutually agreed
      between the Property Trustee and the Holder of Common
      Securities.

            


    

     

    SECTION
405   TAX
RETURNS AND REPORTS.

     

    
      	
               
      

            	
              The
      Administrative Trustees shall prepare (or cause to be prepared), at the
      Depositor’s expense, and file all United States federal, state and local
      tax and information returns and reports required to be filed by or in
      respect of the Trust. In this regard, the Administrative Trustees shall
      (a) prepare and file (or cause to be prepared and filed) the appropriate
      Internal Revenue Service forms required to be filed in respect of the
      Trust in each taxable year of the Trust; and (b) prepare and furnish (or
      cause to be prepared and furnished) to each Securityholder the appropriate
      Internal Revenue Service forms required to be furnished to such
      Securityholder or the information required to be provided on such form.
      The Administrative Trustees shall provide the Depositor with a copy of all
      such returns and reports promptly after such filing or
      furnishing.

            


    

     

    SECTION
406   PAYMENT
OF TAXES, DUTIES, ETC. OF THE TRUST.

     

    
      	
               
      

            	
              Upon
      receipt under the Debentures of Additional Interest, the Property Trustee,
      at the written direction of an Administrative Trustee or the Depositor,
      shall promptly pay any taxes, duties or governmental charges of whatsoever
      nature (other than withholding taxes) imposed on the Trust by the United
      States or any other taxing
authority.

            


    

     

    SECTION
407   PAYMENTS
UNDER INDENTURE.

     

    
      	
               
      

            	
              Any
      amount payable hereunder to any Holder of Preferred Securities shall be
      reduced by the amount of any corresponding payment such Holder has
      directly received under the Indenture pursuant to Section 513(b) or (c)
      hereof.

            


    

     

    SECTION
408   WITHHOLDING
TAX. 


     

    
      	
               
      

            	
              The
      Property Trustee shall, and shall cause the Trust to, comply with all
      withholding and backup withholding tax requirements under United States
      federal, state and local law.  The


            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
    

     

    
      	 	Property Trustee on
      behalf of the Trust shall request, and the Holders shall provide to the
      Trust, such forms or certificates as are necessary to establish an
      exemption from withholding and backup withholding tax with respect to each
      Holder and any representations and forms as shall reasonably be requested
      by the Property Trustee on behalf of the Trust to assist it in determining
      the extent of, and in fulfilling, its withholding and backup withholding
      tax obligations, including without limitation, the forms specified in
      Section 401(e).  The Property Trustee shall file required forms
      with applicable jurisdictions and, unless an exemption from withholding
      and backup withholding tax is properly established by a Holder, shall
      remit amounts withheld with respect to the Holder to applicable
      jurisdictions.  To the extent that the Trust is required to
      withhold and pay over any amounts to any jurisdiction with respect to
      Distributions or allocations to any Holder, the amount withheld shall be
      deemed to be a Distribution in the amount of the withholding to the
      Holder.  In the event of any claimed over-withholding, Holders
      shall be limited to an action against the applicable
      jurisdiction.  If the amount required to be withheld was not
      withheld from actual Distributions made, the Property Trustee on behalf of
      the Trust may reduce subsequent Distributions by the amount of such
      required withholding. 


    

     

     

                                  
ARTICLE
V                                

    TRUST
SECURITIES CERTIFICATES

     

    SECTION
501   INITIAL
OWNERSHIP.

     

    
      	
               
      

            	
              Upon
      the creation of the Trust and the contribution by the Depositor pursuant
      to Section 203 and until the issuance of the Trust Securities, and at any
      time during which no Trust Securities are Outstanding, the Depositor shall
      be the sole beneficial owner of the
Trust.

            


    

     

    SECTION
502   THE
TRUST SECURITIES CERTIFICATES.

     

    
      	
               
      

            	
              The
      Preferred Securities Certificates shall be issued in minimum denominations
      of the Liquidation Amount and integral multiples of the Liquidation Amount
      in excess thereof, and the Common Securities Certificates shall be issued
      in denominations of the Liquidation Amount and multiples thereof (which
      may, in the case of the Common Securities, include fractional amounts).
      The Trust Securities Certificates shall be executed on behalf of the Trust
      by manual or facsimile signature of at least one Administrative Trustee.
      Trust Securities Certificates bearing the manual or facsimile signatures
      of individuals who were, at the time when such signatures shall have been
      affixed, authorized to sign on behalf of the Trust, shall be validly
      issued and entitled to the benefits of this Trust Agreement,
      notwithstanding that such individuals or any of them shall have ceased to
      be so authorized prior to the delivery of such Trust Securities
      Certificates or did not hold such offices at the date of delivery of such
      Trust Securities Certificates. A transferee of a Trust Securities
      Certificate shall become a Securityholder, and shall be entitled to the
      rights and subject to the obligations of a Securityholder hereunder, upon
      due registration of such Trust Securities Certificate in such transferee’s
      name pursuant to Sections 504 and
511.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    SECTION
503   EXECUTION,
AUTHENTICATION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

     

    (a) On the
Closing Date and on any Option Closing Date, as applicable, the Administrative
Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation
Amount as provided in Sections 204 and 205, to be executed on behalf of the
Trust by at least one of the Administrative Trustees and delivered to or upon
the written order of the Depositor, signed by its Chief Executive Officer,
President, any Vice President or its Treasurer without further corporate action
by the Depositor, in authorized denominations.

     

    (b) A
Preferred Securities Certificate shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee in
substantially the form of Exhibit E attached hereto. The signature shall be
conclusive evidence that the Preferred Securities Certificate has been
authenticated under this Trust Agreement. Each Preferred Security Certificate
shall be dated the date of its authentication.

     

    (c)           Upon
the written order of the Trust signed by one of the Administrative Trustees, the
Property Trustee shall authenticate and make available for delivery the
Preferred Securities Certificates.

     

    (d)           The
Property Trustee may appoint an Authenticating Agent acceptable to the Trust to
authenticate the Preferred Securities. An Authenticating Agent may authenticate
the Preferred Securities whenever the Property Trustee may do so. Each reference
in this Trust Agreement to authentication by the Property Trustee includes
authentication by such agent. An Authenticating Agent has the same rights as the
Property Trustee to deal with the Company or the Trust.

     

    
      SECTION
503A.  GLOBAL PREFERRED SECURITY.

    

     

    
    

    (a) Any
Global Preferred Security issued under this Trust Agreement shall be registered
in the name of the nominee of the Clearing Agency and delivered to such
custodian or its agent therefor, and such Global Preferred Security shall
constitute a single Preferred Security for all purposes of this Trust
Agreement.

     

    (b) Notwithstanding
any other provision in this Trust Agreement, no Global Preferred Security may be
exchanged for Preferred Securities registered in the names of persons other than
the Depositary or its nominee unless (i) the Depositary notifies the Property
Trustee that it is unwilling or unable to continue as a depositary for such
Global Preferred Securities and the Depositor is unable to locate a qualified
successor depositary, (ii) the Depositor executes and delivers to the Property
Trustee a written order stating that it elects to terminate the book-entry
system through the Depositary or (iii) there shall have occurred and be
continuing a Debenture Event of Default.

     

    (c) If a
Preferred Security Certificate is to be exchanged in whole or in part for a
beneficial interest in a Global Preferred Security, then either (i) such
Preferred Security Certificate shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the Liquidation Amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or cancelled, or equal to the Liquidation Amount of
such

     

    
      
        
        

      

      
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    other
Preferred Securities Certificate to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on the
records of the Securities Registrar, whereupon the Property Trustee, in
accordance with the rules and procedures of the Depositary for such Global
Preferred Security (the “Applicable Procedures”), shall instruct the Clearing
Agency or its authorized representative to make a corresponding adjustment to
its records. Upon any such surrender or adjustment of a Global Preferred
Security by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, upon
receipt of a written order of the Trust to do so and subject to Section 504(b)
and as otherwise provided in this Article V, authenticate and deliver any
Preferred Securities Certificate issuable in exchange for such Global Preferred
Security (or any portion thereof) in accordance with the instructions of the
Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

     

    (d) Every
Preferred Security Certificate executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, authenticated and delivered in the form of, and
shall be, a Global Preferred Security, unless such Preferred Security is
registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

     

    (e) The
Clearing Agency or its nominee, as the registered owner of a Global Preferred
Security, shall be considered the Holder of the Preferred Securities represented
by such Global Preferred Security for all purposes under this Trust Agreement
and the Preferred Securities, and owners of beneficial interests in such Global
Preferred Security shall hold such interests pursuant to the Applicable
Procedures and, except as otherwise provided herein, shall not be entitled to
receive physical delivery of any such Preferred Securities in definitive form
and shall not be considered the Holders thereof under this Trust Agreement.
Accordingly, any such owner’s beneficial interest in the Global Preferred
Securities shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Clearing Agency or its nominee.
Neither the Property Trustee, the Securities Registrar nor the Depositor shall
have any liability in respect of any transfers effected by the Clearing
Agency.

     

    (f) The
rights of owners of beneficial interests in a Global Preferred Security shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such owners and the Clearing Agency,
provided that, solely for the purpose of determining whether the Holders of the
requisite amount of Preferred Securities have voted on any matter provided for
in this Trust Agreement, to the extent that Preferred Securities are represented
by a Global Preferred Security, the Trustees may conclusively rely on, and shall
be fully protected in relying on, any written instrument (including a proxy)
delivered to the Property Trustee by the Clearing Agency setting forth
the beneficial owners’ votes or assigning the right to vote on any matter to any
other Persons either in whole or in part.

     


    
      
         


      

      
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    SECTION
504   REGISTRATION
OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES CERTIFICATES.

     

    (a) The
Depositor shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 508, a register or registers for the purpose of registering
Trust Securities Certificates and, subject to the provisions of Section 503A,
transfers and exchanges of Preferred Securities Certificates (herein referred to
as the “Securities Register”) in which the registrar designated by the Depositor
(the ‘Securities Registrar”), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 510 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided. The Property
Trustee shall be the initial Securities Registrar.  The provisions of
Article VIII shall apply to the Property Trustee in its role as Securities
Registrar.

     

    (b) Subject
to the provisions of Section 503A, upon surrender for registration of transfer
of any Preferred Securities Certificate at the office or agency maintained
pursuant to Section 508, the Administrative Trustees or any one of them shall
execute and deliver to the Property Trustee, and upon receipt thereof the
Property Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of execution by such Administrative Trustee or Trustees. The Securities
Registrar shall not be required to register the transfer of any Preferred
Securities that have been called for redemption. At the option of a Holder,
Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 508.

     

    (c) Every
Preferred Securities Certificate presented or surrendered for registration of
transfer or exchange, subject to the provisions of Section 503A, shall be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar duly executed by the Holder or his
attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its
customary practice. The Trust shall not be required to (i) issue, register the
transfer of, or exchange any Preferred Securities during a period beginning at
the opening of business 15 calendar days before the date of mailing of a notice
of redemption of any Preferred Securities called for redemption and ending at
the close of business on the day of such mailing; or (ii) register the transfer
of or exchange any Preferred Securities so selected for redemption, in whole or
in part, except the unredeemed portion of any such Preferred Securities being
redeemed in part.

     

    (d) No
service charge shall be made for any registration of transfer or exchange of
Preferred Securities Certificates, subject to the provisions of Section 503A,
but the Securities Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Preferred Securities Certificates.

     

    
      
        
        

      

      
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    (e) Preferred
Securities may only be transferred, in whole or in part, in accordance with the
terms and conditions set forth in this Trust Agreement. Any transfer or
purported transfer of any Preferred Security not made in accordance with this
Trust Agreement shall be null and void. A Preferred Security that is not a
Global Preferred Security may be transferred, in whole or in part, to a Person
who takes delivery in the form of another Preferred Security that is not a
Global Preferred Security as provided in Section 504(a). A beneficial interest
in a Global Preferred Security may be exchanged for a Preferred Security that is
not a Global Preferred Security only as provided in Section 503A.

     

    (f) Neither
the Property Trustee nor the Securities Registrar shall be responsible for
ascertaining whether any transfer hereunder complies with the registration
provisions of or any exemptions from the Securities Act, applicable state
securities laws or the applicable laws of any other jurisdiction, ERISA, the
Code or the Investment Company Act; provided, that if a Preferred Securities
Certificate is specifically required by the express terms of this Section
504 to be delivered to the Property Trustee or the Securities Registrar by
a Holder or transferee of a Preferred Security, the Property Trustee and the
Securities Registrar shall be under a duty to receive and examine the same to
determine whether or not the Preferred Securities Certificate substantially
conforms on its face to the requirements of this Trust Agreement and shall
promptly notify the party delivering the same if such certificate does not
comply with such terms.

     

    SECTION
505   MUTILATED,
DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.

     

    
      	
               
      

            	
              If
      (a) any mutilated Trust Securities Certificate shall be surrendered to the
      Securities Registrar, or if the Securities Registrar shall receive
      evidence to its satisfaction of the destruction, loss or theft of any
      Trust Securities Certificate; and (b) there shall be delivered to the
      Securities Registrar and the Administrative Trustees such security or
      indemnity as may be required by them to save each of them harmless, then
      in the absence of notice that such Trust Securities Certificate shall have
      been acquired by a bona fide purchaser, the Administrative Trustees, or
      any one of them, on behalf of the Trust shall execute and make available
      for delivery, and, with respect to Preferred Securities, the Property
      Trustee shall authenticate, in exchange for or in lieu of any such
      mutilated, destroyed, lost or stolen Trust Securities Certificate, a new
      Trust Securities Certificate of like class, tenor and denomination. In
      connection with the issuance of any new Trust Securities Certificate under
      this Section 505, the Administrative Trustees or the Securities Registrar
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection therewith. Any
      duplicate Trust Securities Certificate issued pursuant to this Section 505
      shall constitute conclusive evidence of an undivided beneficial interest
      in the assets of the Trust, as if originally issued, whether or not the
      lost, stolen or destroyed Trust Securities Certificate shall be found at
      any time.

            


    

     

    SECTION
506   PERSONS
DEEMED SECURITYHOLDERS.

     

    
      	
               
      

            	
              The
      Trustees, the Paying Agent and the Securities Registrar shall treat the
      Person in whose name any Trust Securities Certificate shall be registered
      in the Securities Register as the owner of such Trust Securities
      Certificate for the purpose of receiving Distributions and for all other
      purposes whatsoever, and neither the Trustees nor the Securities Registrar
      shall be bound by any notice to the
contrary.

            


    

     

    
      
        
        

      

      
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    SECTION
507   ACCESS
TO LIST OF SECURITYHOLDERS’ NAMES AND ADDRESSES.

     

    
      	
               
      

            	
              At
      any time when the Property Trustee is not also acting as the Securities
      Registrar, the Administrative Trustees or the Depositor shall furnish or
      cause to be furnished to the Property Trustee (a) within five Business
      Days after March 15, June 15, September 15 and December 15 of each year, a
      list, in such form as the Property Trustee may reasonably require, of the
      names and addresses of the Securityholders as of the most recent record
      date; and (b) promptly after receipt by any Administrative Trustee or the
      Depositor of a request therefor from the Property Trustee in order to
      enable the Property Trustee to discharge its obligations under this Trust
      Agreement, in each case to the extent such information is in the
      possession or control of the Administrative Trustees or the Depositor and
      is not identical to a previously supplied list or has not otherwise been
      received by the Property Trustee in its capacity as Securities Registrar.
      The rights of Securityholders to communicate with other Securityholders
      with respect to their rights under this Trust Agreement or under the Trust
      Securities, and the corresponding rights of the Trustee shall be as
      provided in the Trust Indenture Act. Each Holder, by receiving and holding
      a Trust Securities Certificate, and each owner shall be deemed to have
      agreed not to hold the Depositor, the Property Trustee or the
      Administrative Trustees accountable by reason of the disclosure of its
      name and address, regardless of the source from which such information was
      derived.

            


    

     

    SECTION
508   MAINTENANCE
OF OFFICE OR AGENCY.

     

    
      	
               
      

            	
              The
      Administrative Trustees shall maintain, or cause to be maintained, in a
      location or locations designated by the Administrative Trustees, an office
      or offices or agency or agencies where Preferred Securities Certificates
      may be surrendered for registration of transfer or exchange and where
      notices and demands to or upon the Trustees in respect of the Trust
      Securities Certificates may be served. The Administrative Trustees
      initially designate the Corporate Trust Office of the Property Trustee,
      919 North Market Street, Suite 1600, Wilmington, Delaware 19801,
      Attention:  Corporate Trust Services, as the principal corporate
      trust office for such purposes. The Administrative Trustees shall give
      prompt written notice to the Depositor, the Property Trustee and to the
      Securityholders of any change in the location of the Securities Register
      or any such office or agency.

            


    

     

    SECTION
509   APPOINTMENT
OF PAYING AGENT.

     

    
      	
               
      

            	
              The
      Paying Agent shall make Distributions to Securityholders from the Payment
      Account and shall report the amounts of such Distributions to the Property
      Trustee and the Administrative Trustees. Any Paying Agent shall have the
      revocable power to withdraw funds from the Payment Account for the purpose
      of making the Distributions referred to above. The Administrative Trustees
      may revoke such power and remove the Paying Agent if such Trustees
      determine in their sole discretion that the Paying Agent shall have failed
      to perform its obligations under this Trust Agreement in any material
      respect. The 

            


    

     

     

    
      
        
        

      

      
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      	 	Paying Agent shall
      initially be the Property Trustee, and any co-paying agent chosen by the
      Property Trustee must be acceptable to the Administrative Trustees and the
      Depositor. Any Person acting as Paying Agent shall be permitted to resign
      as Paying Agent upon 30 days’ written notice to the Administrative
      Trustees, the Property Trustee and the Depositor. In the event that the
      Property Trustee shall no longer be the Paying Agent or a successor Paying
      Agent shall resign or its authority to act be revoked, the Administrative
      Trustees shall appoint a successor that is acceptable to the Property
      Trustee and the Depositor to act as Paying Agent (which shall be a bank or
      trust company). The Administrative Trustees shall cause such successor
      Paying Agent or any additional Paying Agent appointed by the
      Administrative Trustees to execute and deliver to the Trustees an
      instrument in which such successor Paying Agent or additional Paying Agent
      shall agree with the Trustees that as Paying Agent, such successor Paying
      Agent or additional Paying Agent shall hold all sums, if any, held by it
      for payment to the Securityholders in trust for the benefit of the
      Securityholders entitled thereto until such sums shall be paid to such
      Securityholders. The Paying Agent shall return all unclaimed funds to the
      Property Trustee and, upon removal of a Paying Agent, such Paying Agent
      shall also return all funds in its possession to the Property Trustee. The
      provisions of Sections 801, 803 and 806 shall apply to the Property
      Trustee also in its role as Paying Agent, for so long as the Property
      Trustee shall act as Paying Agent and, to the extent applicable, to any
      other Paying Agent appointed hereunder. Any reference in this Agreement to
      the Paying Agent shall include any co-paying agent unless the context
      requires otherwise. 


    

     

    SECTION
510   OWNERSHIP
OF COMMON SECURITIES BY DEPOSITOR.

     

    
      	
               
      

            	
              On
      the Closing Date, the Depositor shall acquire and retain beneficial and
      record ownership of the Common Securities. To the fullest extent permitted
      by law, any attempted transfer of the Common Securities (other than a
      transfer in connection with a merger or consolidation of the Depositor
      into another corporation pursuant to Section 12.1 of the Indenture) shall
      be void. The Administrative Trustees shall cause each Common Securities
      Certificate issued to the Depositor to contain a legend stating “THIS
      CERTIFICATE IS NOT TRANSFERABLE.”

            


    

     

     


    
      
         


      

      
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    SECTION
511   TRUST
SECURITIES CERTIFICATES.

     

    (a) Upon
their original issuance, Preferred Securities Certificates shall be issued in
the form of one or more fully registered Global Preferred Securities
Certificates which will be deposited with or on behalf of the Clearing Agency
and registered in the name of the Clearing Agency’s nominee. Unless and until it
is exchangeable in whole or in part for the Preferred Securities in definitive
form, a global security may not be transferred except as a whole by the Clearing
Agency to a nominee of the Clearing Agency or by a nominee of the Clearing
Agency to the Clearing Agency or another nominee of the Clearing Agency or by
the Clearing Agency or any such nominee to a successor of such Clearing Agency
or a nominee of such successor.

     

    (b) A single
Common Securities Certificate representing the Common Securities shall be issued
to the Depositor in the form of a definitive Common Securities
Certificate.

     

    SECTION
512   NOTICES
TO CLEARING AGENCY.

     

    
      	
               
      

            	
              To
      the extent that a notice or other communication to the Holders is required
      under this Trust Agreement, for so long as Preferred Securities are
      represented by a Global Preferred Securities Certificate, the Trustees
      shall give all such notices and communications specified herein to be
      given to the Clearing Agency, and shall have no obligation to provide
      notice to the owners of the beneficial interest in the Global Preferred
      Securities.

            


    

     

    SECTION
513   RIGHTS
OF SECURITYHOLDERS.

     

    (a) The legal
title to the Trust Property is vested exclusively in the Property Trustee (in
its capacity as such) in accordance with Section 209 and the Securityholders
shall not have any right or title therein other than the undivided beneficial
interest in the assets of the Trust conferred by their Trust Securities and they
shall have no right to call for any partition or division of property, profits
or rights of the Trust except as described below. The Trust Securities shall be
personal property giving only the rights specifically set forth therein and in
this Trust Agreement. The Trust Securities shall have no preemptive or similar
rights. When issued and delivered to Holders of the Preferred Securities against
payment of the purchase price therefor, the Preferred Securities shall be fully
paid and nonassessable interests in the Trust. The Holders of the Preferred
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     

    (b) For so
long as any Preferred Securities remain Outstanding, if, upon a Debenture Event
of Default, the Debenture Trustee fails or the holders of not less than 25% in
principal amount of the outstanding Debentures fail to declare the principal of
all of the Debentures to be immediately due and payable, the Holders of at least
25% in Liquidation Amount of the Preferred Securities then Outstanding shall
have such right by a notice in writing to the Depositor and the Debenture
Trustee; and upon any such declaration such principal amount of and the accrued
interest on all of the Debentures shall become immediately due and

     

    
      
        
        

      

      
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    payable,
provided that the payment of principal and interest on such Debentures shall
remain subordinated to the extent provided in the Indenture.

     

    (c) For so
long as any Preferred Securities remain Outstanding, upon a Debenture Event of
Default arising from the failure to pay interest or principal on the Debentures,
the Holders of any Preferred Securities then Outstanding shall, to the fullest
extent permitted by law, have the right to directly institute proceedings for
enforcement of payment to such Holders of principal of or interest on the
Debentures having a principal amount equal to the Liquidation Amount of the
Preferred Securities of such Holders.

     

                                   
ARTICLE
VI                                

    ACTS OF
SECURITYHOLDERS; MEETINGS; VOTING

     

    SECTION
601   LIMITATIONS
ON VOTING RIGHTS.

     

    (a) Except as
provided in this Section 601, in Sections 513, 810 and 1002 and in the Indenture
and as otherwise required by law, no record Holder of Preferred Securities shall
have any right to vote or in any manner otherwise control the administration,
operation and management of the Trust or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the Trust
Securities Certificates, be construed so as to constitute the Securityholders
from time to time as partners or members of an association.

     

    (b) So long
as any Debentures are held by the Property Trustee on behalf of the Trust, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures; (ii) waive any past default which is waivable under Article VII of
the Indenture; (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable; or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Preferred Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of outstanding Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Outstanding Preferred Securities, except by a subsequent vote of
the Holders of the Outstanding Preferred Securities. The Property Trustee shall
notify each Holder of the Outstanding Preferred Securities of any notice of
default received from the Debenture Trustee with respect to the Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Trustees shall, at
the expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust shall continue to be classified as a
grantor trust and not as an association taxable as a corporation for United
States federal income tax purposes on account of such action.

     

    (c) If any
proposed amendment to the Trust Agreement provides for, or the Trustees
otherwise propose to effect, (i) any action that would adversely affect in any
material respect the powers, preferences or special rights of the Preferred
Securities, whether by way of

     

    
      
        
        

      

      
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    amendment
to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Trust
Agreement, then the Holders of Outstanding Preferred Securities as a class shall
be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a
majority in Liquidation Amount of the Outstanding Preferred Securities. No
amendment to this Trust Agreement may be made if, as a result of such amendment,
the Trust would cease to be classified as a grantor trust or would be classified
as an association taxable as a corporation for United States federal income tax
purposes.

     

    SECTION
602   NOTICE
OF MEETINGS.

     

    
      	
               
      

            	
              Notice
      of all meetings of the Holders of Preferred Securities, stating the time,
      place and purpose of the meeting, shall be given by the Property Trustee
      pursuant to Section 1009 to each Holder of the Preferred Securities of
      record, at such Holder’s registered address, at least 15 days and not more
      than 90 days before the meeting. At any such meeting, any business
      properly before the meeting may be so considered whether or not stated in
      the notice of the meeting. Any adjourned meeting may be held as adjourned
      without further notice.

            


    

     

    SECTION
603   MEETINGS
OF PREFERRED SECURITYHOLDERS.

     

    (a) No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter in
respect of which Holders of Preferred Securities are entitled to vote upon the
written request of the Holders of Preferred Securities of 25% of the Outstanding
Preferred Securities (based upon their aggregate Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Holders of Preferred Securities to vote on any
matters as to which the Holders of Preferred Securities are entitled to
vote.

     

    (b) Holders
of record of 50% of the Outstanding Preferred Securities (based upon their
aggregate Liquidation Amount), present in person or by proxy, shall constitute a
quorum at any meeting of Securityholders.

     

    (c) If a
quorum is present at a meeting, an affirmative vote by the Holders of Preferred
Securities of record present, in person or by proxy, holding at least a majority
of the Preferred Securities (based upon their aggregate Liquidation Amount) held
by the Holders of Preferred Securities of record present, either in person or by
proxy, at such meeting shall constitute the action of the Holders of Preferred
Securities, unless this Trust Agreement requires a greater number of affirmative
votes.

     

    SECTION
604   VOTING
RIGHTS.

     

    
      	
               
      

            	
              Securityholders
      shall be entitled to one vote for each $10 of Liquidation Amount
      represented by their Trust Securities (with any fractional multiple
      thereof rounded up or down as the case may be to the closest integral
      multiple) in respect of any matter as to which such Securityholders are
      entitled to vote.

            


    

     

    
      
        
        

      

      
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    SECTION
605   PROXIES,
ETC.

     

    
      	
               
      

            	
              At
      any meeting of Securityholders, any Securityholder entitled to vote
      thereat may vote by proxy, provided that no proxy shall be voted at any
      meeting unless it shall have been placed on file with the Administrative
      Trustees, or with such other officer or agent of the Trust as the
      Administrative Trustees may direct, for verification prior to the time at
      which such vote shall be taken. Only Holders of record shall be entitled
      to vote. When Trust Securities are held jointly by several Persons, any
      one of them may vote at any meeting in person or by proxy in respect of
      such Trust Securities, but if more than one of them shall be present at
      such meeting in person or by proxy, and such joint owners or their proxies
      so present disagree as to any vote to be cast, such vote shall not be
      received in respect of such Trust Securities. A proxy purporting to be
      executed by or on behalf of a Securityholder shall be deemed valid unless
      challenged at or prior to its exercise, and the burden of proving
      invalidity shall rest on the challenger. No proxy shall be valid more than
      three years after its date of
execution.

            


    

     

    SECTION
606   SECURITYHOLDER
ACTION BY WRITTEN CONSENT.

     

    
      	
               
      

            	
              Any
      action which may be taken by Securityholders at a meeting may be taken
      without a meeting if Securityholders holding more than a majority of all
      Outstanding Trust Securities (based upon their aggregate Liquidation
      Amount) entitled to vote in respect of such action (or such larger
      proportion thereof as shall be required by any express provision of this
      Trust Agreement) shall consent to the action in writing (based upon their
      aggregate Liquidation Amount).

            


    

     

    SECTION
607   RECORD
DATE FOR VOTING AND OTHER PURPOSES.

     

    
      	
               
      

            	
              For
      the purposes of determining the Securityholders who are entitled to notice
      of and to vote at any meeting or by written consent, or to participate in
      any Distribution on the Trust Securities in respect of which a record date
      is not otherwise provided for in this Trust Agreement, or for the purpose
      of any other action, the Administrative Trustees may from time to time fix
      a date, not more than 90 days prior to the date of any meeting of
      Securityholders or the payment of Distribution or other action, as the
      case may be, as a record date for the determination of the identity of the
      Securityholders of record for such
purposes.

            


    

     

    SECTION
608   ACTS
OF SECURITYHOLDERS.

     

    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Trust Agreement to be given, made or taken
by Securityholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Securityholders in person or by an
agent duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Securityholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for

     

    
      
        
        

      

      
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    any
purpose of this Trust Agreement and (subject to Section 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section
608.

     

    (b) The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than such signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer’s
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     

    (c) The
ownership of Trust Securities shall be proved by the Securities
Register.

     

    (d) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     

    (e) Without
limiting the foregoing, a Securityholder entitled hereunder to take any action
hereunder with regard to any particular Trust Security may do so with regard to
all or any part of the Liquidation Amount of such Trust Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such Liquidation Amount.

     

    (f) A
Securityholder may institute a legal proceeding directly against the Depositor
under the Guarantee to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee (as defined in the
Guarantee), the Trust or any Person.

     

    (g) If any
dispute shall arise among the Holders or the Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, notice, consent, waiver or other Act of such Holder or Trustee under
this Article VI, then the determination of such matter by the Property Trustee
shall be conclusive with respect to such matter.

     

    SECTION
609   INSPECTION
OF RECORDS.

     

    
      	
               
      

            	
              Upon
      reasonable written notice to the Administrative Trustees and the Property
      Trustee, the records of the Trust shall be open to inspection at the
      principal executive office of the Trust (as indicated in Section 202) by
      Holders of the Trust Securities during normal business hours for any
      purpose reasonably related to such Holder’s interest as a
      Holder.

            


    

     

    
      
        
        

      

      
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ARTICLE
VII                                

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION
701   REPRESENTATIONS
AND WARRANTIES OF THE BANK AND THE PROPERTY TRUSTEE.

     

    
      	
               
      

            	
              The
      Bank and the Property Trustee, each severally on behalf of and as to
      itself, as of the date hereof, and each successor Property Trustee at the
      time of the successor Property Trustee’s acceptance of its appointment as
      Property Trustee hereunder (in the case of a successor Property Trustee,
      the term “Bank” as used herein shall be deemed to refer to such successor
      Property Trustee in its separate corporate capacity), hereby represents
      and warrants (as applicable) for the benefit of the Depositor and the
      Securityholders that:

            


    

     

    (a) the Bank
is a national banking association, validly existing and in good standing under
the laws of the United States of America;

     

    (b) the Bank
has full power, authority and legal right to execute, deliver and perform its
obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust
Agreement;

     

    (c) this
Trust Agreement has been duly authorized, executed and delivered by the Property
Trustee and constitutes the valid and legally binding agreement of the Property
Trustee enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles;

     

    (d) the
execution, delivery and performance by the Property Trustee of this Trust
Agreement has been duly authorized by all necessary corporate or other action on
the part of the Property Trustee and does not require any approval of
stockholders of the Bank and such execution, delivery and performance shall not
(i) violate the Bank’s charter or by-laws; (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee or the Bank is a party or by which it is bound; or (iii) violate any
law, governmental rule or regulation of the United States or Delaware, as the
case may be, governing the banking or trust powers of the Bank or the Property
Trustee (as appropriate in context) or any order, judgment or decree applicable
to the Property Trustee or the Bank;

     

    (e) neither
the authorization, execution or delivery by the Property Trustee of this Trust
Agreement nor the consummation of any of the transactions by the Property
Trustee contemplated herein or therein requires the consent or approval of, the
giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing federal
law governing the banking or trust powers of the Bank or the Property Trustee,
as the case may be, under the laws of the United States or
Delaware;

     

    (f) there are
no proceedings pending or, to the best of the Property Trustee’s knowledge,
threatened against or affecting the Bank or the Property Trustee in any court
or

     

    
      
        
        

      

      
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    before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
to enter into or perform its obligations as one of the Trustees under this Trust
Agreement; and

     

    (g) the
Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act
as such and has (or has a parent that has) a combined capital and surplus of at
least $50,000,000.

     

    SECTION
702   REPRESENTATIONS
AND WARRANTIES OF THE DELAWARE BANK AND THE DELAWARE TRUSTEE.

     

    
      	
               
      

            	
              The
      Delaware Bank and the Delaware Trustee, each severally on behalf of and as
      to itself, as of the date hereof, and each successor Delaware Trustee at
      the time of the successor Delaware Trustee’s acceptance of appointment as
      Delaware Trustee hereunder (the term “Delaware Bank” being used to refer
      to such successor Delaware Trustee in its separate corporate capacity),
      hereby represents and warrants (as applicable) for the benefit of the
      Depositor and the Securityholders
that:

            


    

     

    (a) the
Delaware Bank is a national banking association or Delaware banking corporation,
validly existing and in good standing under the laws of the United States of
America or the state of Delaware;

     

    (b) the
Delaware Bank has full trust power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Trust Agreement;

     

    (c) this
Trust Agreement has been duly authorized, executed and delivered by the Delaware
Trustee and constitutes the valid and legally binding agreement of the Delaware
Trustee enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles;

     

    (d) the
execution, delivery and performance by the Delaware Trustee of this Trust
Agreement has been duly authorized by all necessary trust or other action on the
part of the Delaware Trustee and does not require any approval of stockholders
of the Delaware Bank and such execution, delivery and performance shall not (i)
violate the Delaware Bank’s charter or by-laws; (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Delaware
Bank or the Delaware Trustee is a party or by which it is bound; or (iii)
violate any law, governmental rule or regulation of the United States or the
State of Delaware, as the case may be, governing the banking or trust powers of
the Delaware Bank or the Delaware Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Delaware Bank or the Delaware
Trustee;

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (e) neither
the authorization, execution or delivery by the Delaware Trustee of this Trust
Agreement nor the consummation of any of the transactions by the Delaware
Trustee contemplated herein or therein requires the consent or approval of, the
giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing federal
law or existing law of the State of Delaware governing the banking or trust
powers of the Delaware Bank or the Delaware Trustee, as the case may be, under
the laws of the United States or the State of Delaware; and

     

    (f) there are
no proceedings pending or, to the best of the Delaware Trustee’s knowledge,
threatened against or affecting the Delaware Bank or the Delaware Trustee in any
court or before any governmental authority, agency or arbitration board or
tribunal which, individually or in the aggregate, would materially and adversely
affect the Trust or would question the right, power and authority of the
Delaware Trustee to enter into or perform its obligations as one of the Trustees
under this Trust Agreement.

     

    SECTION
703   REPRESENTATIONS
AND WARRANTIES OF DEPOSITOR.

     

    
      	
               
      

            	
              The
      Depositor hereby represents and warrants for the benefit of the
      Securityholders that:

            


    

     

    (a) the Trust
Securities Certificates issued on the Closing Date or the Option Closing Date,
if applicable, on behalf of the Trust have been duly authorized and, shall have
been, duly and validly executed, issued and delivered by the applicable Trustees
pursuant to the terms and provisions of, and in accordance with the requirements
of, this Trust Agreement and the Securityholders shall be, as of such date,
entitled to the benefits of this Trust Agreement; and

     

    (b) there are
no taxes, fees or other governmental charges payable by the Trust (or the
Trustees on behalf of the Trust) under the laws of the State of Delaware or any
political subdivision thereof in connection with the execution, delivery and
performance by the Bank, the Property Trustee or the Delaware Trustee, as the
case may be, of this Trust Agreement.

     

                                  ARTICLE
VIII                                

    TRUSTEES

     

    SECTION
801   CERTAIN
DUTIES AND RESPONSIBILITIES.

     

    (a) The
rights, immunities, duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require any of the Trustees to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its or their duties hereunder, or in the exercise of any of its rights or
powers, if they shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. No Administrative Trustee nor the Delaware Trustee
shall be liable for its act or omissions hereunder except as a result of its own
gross negligence or willful misconduct. The Property Trustee’s liability shall
be determined under the Trust Indenture Act. Whether or not herein expressly so
provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Trustees shall be
subject to the provisions of this Section 801. To the extent that, at law or in
equity, a Trustee has duties (including

     

    
      
        
        

      

      
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    fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
such Trustee shall not be liable to the Trust or to any Securityholder for such
Trustee’s good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of the Trustees otherwise existing at law or in equity, are
agreed by the Depositor and the Securityholders to replace such other duties and
liabilities of the Trustees.

     

    (b) All
payments made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it shall look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 801(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

     

    (c) No
provision of this Trust Agreement shall be construed to relieve the Property
Trustee from liability with respect to matters that are within the authority of
the Property Trustee under this Trust Agreement for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except
that:

     

    
      	
              (i)  

            	
              the
      Property Trustee shall not be liable for any error of judgment made in
      good faith by an authorized officer of the Property Trustee, unless it
      shall be proved that the Property Trustee was negligent in ascertaining
      the pertinent facts;

            


    

     

    
      	
              (ii)  

            	
              the
      Property Trustee shall not be liable with respect to any action taken or
      omitted to be taken by it in good faith in accordance with the direction
      of the Holders of not less than a majority in Liquidation Amount of the
      Preferred Securities relating to the time, method and place of conducting
      any proceeding for any remedy available to the Property Trustee, or
      exercising any trust or power conferred upon the Property Trustee under
      this Trust Agreement;

            


    

     

    
      	
              (iii)  

            	
              the
      Property Trustee’s sole duty with respect to the custody, safe keeping and
      physical preservation of the Debentures and the Payment Account shall be
      to deal with such property in a similar manner as the Property Trustee
      deals with similar property for its own account, subject to the
      protections and limitations on liability afforded to the Property Trustee
      under this Trust Agreement and the Trust Indenture
  Act;

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	
              (iv)  

            	
              the
      Property Trustee shall not be liable for any interest on any money
      received by it and money held by the Property Trustee need not be
      segregated from other funds held by it except in relation to the Payment
      Account maintained by the Property Trustee pursuant to Section 301 and
      except to the extent otherwise required by law;
  and

            


    

     

    
      	
              (v)  

            	
              the
      Property Trustee shall not be responsible for monitoring the compliance by
      the Administrative Trustees or the Depositor with their respective duties
      under this Trust Agreement, nor shall the Property Trustee be liable for
      the negligence, default or misconduct of the Delaware Trustee, the
      Administrative Trustees or the
Depositor.

            


    

     

    SECTION
802   CERTAIN
NOTICES.

     

    (a) Within
thirty (30) days after the occurrence of any Event of Default actually known to
the Property Trustee, the Property Trustee shall transmit, in the manner and to
the extent provided in Section 1009, notice of such Event of Default to the
Securityholders, the Administrative Trustees and the Depositor, unless such
Event of Default shall have been cured or waived. For purposes of this Section
802 the term “Event of Default” means any event that is, or after notice or
lapse of time or both would become, an Event of Default.

     

    (b) The
Administrative Trustees shall transmit, to the Securityholders in the manner and
to the extent provided in Section 1009, notice of the Depositor’s election to
begin or further extend an Extended Interest Payment Period on the Debentures
(unless such election shall have been revoked) and of any election by the
Depositor to accelerate the Maturity Date of the Debentures, as defined in the
Indenture, within the time specified for transmitting such notice to the holders
of the Debentures pursuant to the Indenture.

     

    (c) The
Property Trustee shall not be deemed to have knowledge of any default or Event
of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or unless a
Responsible Officer of the Property Trustee shall have obtained actual knowledge
of such default or Event of Default.

     

    SECTION
803   CERTAIN
RIGHTS OF PROPERTY TRUSTEE. 

     

    
      	
               
      

            	
              Subject
      to the provisions of Section 801:

            


    

     

    (a) the
Property Trustee may conclusively rely and shall be protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, Opinion of Counsel, Officer’s Certificate, written
representation of a Holder or transferee, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
resolution, direction, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;

     

    (b) if (i) in
performing its duties under this Trust Agreement the Property Trustee is
required to decide between alternative courses of action; or (ii) in construing
any of the provisions of this Trust Agreement the Property Trustee finds the
same ambiguous or

     

    
      
        
        

      

      
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    inconsistent
with other provisions contained herein; or (iii) the Property Trustee is unsure
of the application of any provision of this Trust Agreement, then, except as to
any matter as to which the Holders of Preferred Securities are entitled to vote
under the terms of this Trust Agreement, the Property Trustee shall deliver a
notice to the Depositor requesting written instructions of the Depositor as to
the course of action to be taken and the Property Trustee shall take such
action, or refrain from taking such action, as the Property Trustee shall be
instructed in writing to take, or to refrain from taking, by the Depositor;
provided, however, that if the Property Trustee does not receive such
instructions of the Depositor within 10 Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such notice
(which to the extent practicable shall not be less than 2 Business Days), the
Property Trustee may, but shall be under no duty to, take or refrain from taking
such action not inconsistent with this Trust Agreement as the Property Trustee
shall deem advisable and in the best interests of the Securityholders, in which
event the Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

     

    (c) any
direction or act of the Depositor contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers’ Certificate, and any direction or act of
an Administrative Trustee contemplated by this Trust Agreement shall be
sufficiently evidenced by a certificate executed by such Administrative Trustee
and setting forth such direction or act;

     

    (d) whenever
in the administration of this Trust Agreement, the Property Trustee shall deem
it desirable that a matter be established before undertaking, suffering or
omitting any action hereunder, the Property Trustee (unless other evidence is
herein specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers’ Certificate which, upon receipt
of such request, shall be promptly delivered by the Depositor;

     

    (e) the
Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or re-registration thereof;

     

    (f) the
Property Trustee may consult with counsel of its choice (which counsel may be
counsel to the Depositor or any of its Affiliates) and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon and, in accordance with such advice, such counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

     

    (g) the
Property Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Trust Agreement at the request or direction of any
of the Securityholders pursuant to this Trust Agreement, unless such
Securityholders shall have offered to the Property Trustee reasonable security
or indemnity against the costs, expenses (including reasonable attorney’s fees
and expenses) and liabilities which might be incurred by it in compliance with
such request or direction, including reasonable advances as may be requested by
the Property Trustee; nothing contained herein shall, however, relieve the
Property Trustee of the obligation, upon the occurrence of any Event of Default
(that has not been cured or waived) to exercise the rights and powers vested in
it by this Trust Agreement or imposed on it under applicable law;

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (h) the
Property Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, approval, bond, debenture,
note or other evidence of indebtedness or other paper or document, unless
requested in writing to do so by one or more Securityholders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit and, if the Property Trustee has a reasonable need to
make such inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Depositor, personally or by agent or attorney,
during normal business hours, on reasonable notice to the Depositor, and after
signing a confidentiality agreement containing terms and provisions that are
reasonable under the circumstances;

     

    (i) the
Property Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through its agents, custodians,
nominees or attorneys, and the Property Trustee shall not be liable for the
default or misconduct of such other agents, custodians, nominees or attorneys;
provided that the Property Trustee shall be responsible for its own negligence
or recklessness with respect to selection of any agent or attorney appointed by
it hereunder;

     

    (j) whenever
in the administration of this Trust Agreement the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder the Property Trustee (i) may request
instructions from the Holders of the Trust Securities which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust Securities as would be entitled to direct the Property Trustee under the
terms of the Trust Securities and this Trust Agreement in respect of such
remedy, right or action; (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received; and (iii) shall
be protected in acting in accordance with such instructions; and

     

    (k) except as
otherwise expressly provided by this Trust Agreement, the Property Trustee shall
not be under any obligation to take any action that is discretionary under the
provisions of this Trust Agreement. No provision of this Trust Agreement shall
be deemed to impose any duty or obligation on the Property Trustee to perform
any act or acts or exercise any right, power, duty or obligation conferred or
imposed on it, in any jurisdiction in which it shall be illegal, or in which the
Property Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts, or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the
Property Trustee shall be construed to be a duty.

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    SECTION
804   NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     

    
      	
               
      

            	
              The
      Recitals contained herein and in the Trust Securities Certificates shall
      be taken as the statements of the Trust, and the Trustees do not assume
      any responsibility for their correctness. The Trustees shall not be
      accountable for the use or application by the Depositor of the proceeds of
      the Debentures.

            


    

     

    SECTION
805   MAY
HOLD SECURITIES.

     

    
      	
               
      

            	
              Any
      Trustee or any other agent of any Trustee or the Trust, in its individual
      or any other capacity, may become the owner or pledgee of Trust Securities
      and, subject to Sections 808 and 813 and except as provided in the
      definition of the term “Outstanding” in Article I, may otherwise deal with
      the Trust with the same rights it would have if it were not a Trustee or
      such other agent.

            


    

     

    SECTION
806   COMPENSATION;
INDEMNITY; FEES. 

     

    
      	
               
      

            	
              The
      Depositor agrees:

            


    

     

    (a) to pay to
the Trustees from time to time reasonable compensation for all services rendered
by them hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust), in the case
of the Property Trustee and Delaware Trustee, as set forth in a written
agreement between the Depositor, the Property Trustee and Delaware
Trustee;

     

    (b) to
reimburse the Trustees upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustees in accordance with any provision
of this Trust Agreement (including the reasonable compensation and the expenses
and disbursements of their agents and counsel), except any such expense,
disbursement or advance as may be attributable to such Trustee’s negligence, bad
faith or willful misconduct (or, in the case of the Administrative Trustees or
the Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct); and

     

    (c) to
indemnify each of the Trustees and their respective managers, directors, agents,
shareholders and employees or any predecessor Trustee for, and to hold the
Trustees harmless from and against, any loss, damage, claims, liability,
penalty, tax or expense of any kind or nature whatsoever, arising out of or in
connection with the acceptance or administration of the Trust or this Trust
Agreement, including the advancement of funds to cover the reasonable costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except any
such expense, disbursement or advance as may be attributable to such Trustee’s
negligence, bad faith or willful misconduct for (or, in the case of the
Administrative Trustees or the Delaware Trustee, any such expense, disbursement
or advance as may be attributable to its, his or her gross negligence, bad faith
or willful misconduct).  The provisions of this Section 806 shall
survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (d) No
Trustee may claim any Lien or charge on the Trust Property as a result of any
amount due and unpaid pursuant to this Section 806.

     

    (e) To the
fullest extent permitted by law, in no event shall any of the Trustees be liable
for any indirect, special, punitive or consequential loss or damage of any kind
whatsoever, including, but not limited to, lost profits, even if such Trustee
has been advised of the likelihood of such loss or damage and regardless of the
form of action.

     

    (f) In no
event shall any of the Trustees be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Trust Agreement.

     

    SECTION
807   CORPORATE
PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

     

    (a) There
shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a Person that is eligible pursuant to
the Trust Indenture Act to act as such and has (or has a parent that has) a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 807, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with
the provisions of this Section 807, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article VIII.

     

    (b) There
shall at all times be one or more Administrative Trustees hereunder with respect
to the Trust Securities. Each Administrative Trustee shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more persons authorized to bind that entity.

     

    (c) There
shall at all times be a Delaware Trustee with respect to the Trust Securities.
The Delaware Trustee shall either be (i) a natural person who is at least 21
years of age and a resident of the State of Delaware; or (ii) a legal entity
with its principal place of business in the State of Delaware and that otherwise
meets the requirements of applicable Delaware law that shall act through one or
more persons authorized to bind such entity.  The Delaware Trustee
shall have the same rights, privileges and immunities as the Property
Trustee.

     

    SECTION
808   CONFLICTING
INTERESTS.

     

    
      	
               
      

            	
              If
      the Property Trustee has or shall acquire a conflicting interest within
      the meaning of the Trust Indenture Act, the Property Trustee shall either
      eliminate such interest or resign, to the extent and in the manner
      provided by, and subject to the provisions of, the Trust Indenture Act and
      this Trust Agreement.

            


    

     

     

    
      
        
        

      

      
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    SECTION
809   CO-TRUSTEES
AND SEPARATE TRUSTEE.

     

    (a) Unless a
Debenture Event of Default shall have occurred and be continuing, at any time or
times, for the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the Trust Property may at the
time be located, the Depositor shall have power to appoint, and upon the written
request of the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or to the extent
required by law to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions of
this Section 809. If the Depositor does not join in such appointment within 15
days after the receipt by it of a request so to do, or in case a Debenture Event
of Default has occurred and is continuing, the Property Trustee alone shall have
power to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section 809 shall either be (i) a natural person who is at
least 21 years of age and a resident of the United States; or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity.

     

    (b) Should
any written instrument from the Depositor be required by any co-trustee or
separate trustee so appointed for more fully confirming to such co-trustee or
separate trustee such property, title, right, or power, any and all such
instruments shall, on request, be executed, acknowledged, and delivered by the
Depositor.

     

    (c) Every
co-trustee or separate trustee shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following terms,
namely:

     

    
      	
              (i)  

            	
              The
      Trust Securities shall be executed and delivered and all rights, powers,
      duties and obligations hereunder in respect of the custody of securities,
      cash and other personal property held by, or required to be deposited or
      pledged with, the Trustees specified hereunder, shall be exercised, solely
      by such Trustees and not by such co-trustee or separate
      trustee.

            


    

     

    
      	
              (ii)  

            	
              The
      rights, powers, duties and obligations hereby conferred or imposed upon
      the Property Trustee in respect of any property covered by such
      appointment shall be conferred or imposed upon and exercised or performed
      by the Property Trustee or by the Property Trustee and such co-trustee or
      separate trustee jointly, as shall be provided in the instrument
      appointing such co-trustee or separate trustee, except to the extent that
      under any law of any jurisdiction in which any particular act is to be
      performed, the Property Trustee shall be incompetent or unqualified to
      perform such act, in which event such rights, powers, duties and
      obligations shall be exercised and performed by such co-trustee or
      separate trustee.

            


    

     

    
      
        
        

      

      
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              (iii)  

            	
              The
      Property Trustee at any time, by an instrument in writing executed by it,
      with the written concurrence of the Depositor, may accept the resignation
      of or remove any co-trustee or separate trustee appointed under this
      Section 809, and, in case a Debenture Event of Default has occurred and is
      continuing, the Property Trustee shall have the power to accept the
      resignation of, or remove, any such co-trustee or separate trustee without
      the concurrence of the Depositor. Upon the written request of the Property
      Trustee, the Depositor shall join with the Property Trustee in the
      execution, delivery and performance of all instruments and agreements
      necessary or proper to effectuate such resignation or removal. A successor
      to any co-trustee or separate trustee so resigned or removed may be
      appointed in the manner provided in this Section
  809.

            


    

     

    
      	
              (iv)  

            	
              No
      co-trustee or separate trustee hereunder shall be personally liable by
      reason of any act or omission of the Property Trustee or any other trustee
      hereunder.

            


    

     

    
      	
              (v)  

            	
              The
      Property Trustee shall not be liable by reason of any act or omission of a
      co-trustee or separate trustee.

            


    

     

    
      	
              (vi)  

            	
              Any
      Act of Holders delivered to the Property Trustee shall be deemed to have
      been delivered to each such co-trustee and separate
    trustee.

            


    

     

    SECTION
810   RESIGNATION
AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     

    (a) No
resignation or removal of any Trustee (the “Relevant Trustee”) and no
appointment of a successor Trustee pursuant to this Article VIII shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

     

    (b) Subject
to the immediately preceding paragraph, the Relevant Trustee may resign at any
time with respect to the Trust Securities by giving written notice thereof to
the Depositor and the Securityholders. If the instrument of acceptance by the
successor Trustee required by Section 811 shall not have been delivered to the
Relevant Trustee within 30 days after the giving of such notice of resignation,
the Relevant Trustee may petition, at the expense of the Depositor, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee with
respect to the Trust Securities.

     

    (c) Unless a
Debenture Event of Default shall have occurred and be continuing, any Trustee
may be removed at any time by Act of the Holder of Common Securities. If a
Debenture Event of Default shall have occurred and be continuing, the
Property

     

    
      
        
        

      

      
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    Trustee
or the Delaware Trustee, or both of them, may be removed at such time by Act of
the Holders of a majority in Liquidation Amount of the Preferred Securities,
delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust). An Administrative Trustee may be removed by the Holder of Common
Securities at any time.

     

    (d) If any
Trustee shall resign, be removed or become incapable of acting as Trustee, or if
a vacancy shall occur in the office of any Trustee for any cause, at a time when
no Debenture Event of Default shall have occurred and be continuing, the Holder
of Common Securities, by Act of the Holder of Common Securities delivered to the
retiring Trustee, shall promptly appoint a successor Trustee or Trustees with
respect to the Trust Securities and the Trust, and the successor Trustee shall
comply with the applicable requirements of Section 811. If the Property Trustee
or the Delaware Trustee shall resign, be removed or become incapable of
continuing to act as the Property Trustee or the Delaware Trustee, as the case
may be, at a time when a Debenture Event of Default shall have occurred and is
continuing, the Holders of Preferred Securities, by Act of the Securityholders
of a majority in Liquidation Amount of the Preferred Securities then Outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees with respect to the Trust Securities and the Trust,
and such successor Trustee shall comply with the applicable requirements of
Section 811. If an Administrative Trustee shall resign, be removed or become
incapable of acting as Administrative Trustee, at a time when a Debenture Event
of Default shall have occurred and be continuing, the Holder of Common
Securities, by Act of the Holder of Common Securities delivered to an
Administrative Trustee, shall promptly appoint a successor Administrative
Trustee or Administrative Trustees with respect to the Trust Securities and the
Trust, and such successor Administrative Trustee or Administrative Trustees
shall comply with the applicable requirements of Section 811. If no successor
Relevant Trustee with respect to the Trust Securities shall have been so
appointed by the Holder of Common Securities or the Holders of Preferred
Securities and accepted appointment in the manner required by Section 811, any
Securityholder who has been a Securityholder of Trust Securities on behalf of
himself and all others similarly situated and any resigning Trustee may, in each
case, at the expense of the Depositor, petition a court of competent
jurisdiction for the appointment of a Trustee with respect to the Trust
Securities.

     

    (e) The
Depositor shall give notice of each resignation and each removal of a Trustee
and each appointment of a successor Trustee to all Securityholders in the manner
provided in Section 1009. Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.

     

    (f) Notwithstanding
the foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Depositor, incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (a)
the unanimous act of the remaining Administrative Trustees if there are at least
two of them; or (b) otherwise by the Depositor (with the successor in each case
being a Person who satisfies the eligibility requirement for Administrative
Trustees or Delaware Trustee, as the case may be, set forth in Section
807).

     

    
      
        
        

      

      
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    (g)           Upon
the appointment of a successor Delaware Trustee, such successor Delaware Trustee
shall file a Certificate of Amendment to the Certificate of Trust in accordance
with Section 3810 of the Delaware Statutory Trust Act.

     

    SECTION
811   ACCEPTANCE
OF APPOINTMENT BY SUCCESSOR.

     

    (a) In case
of the appointment hereunder of a successor Relevant Trustee with respect to the
Trust Securities and the Trust, the retiring Relevant Trustee and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an instrument hereto wherein each successor Relevant Trustee shall accept such
appointment and which shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust and upon the
execution and delivery of such instrument the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Trust Securities and the
Trust; but, on request of the Trust or any successor Relevant Trustee such
retiring Relevant Trustee shall, upon payment of its charges, duly assign,
transfer and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and money held by such retiring Relevant Trustee hereunder with
respect to the Trust Securities and the Trust.

     

    (b) Upon
request of any such successor Relevant Trustee, the Trust shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Relevant Trustee all such rights, powers and trusts referred to in the
immediately preceding paragraph, as the case may be.

     

    (c) No
successor Relevant Trustee shall accept its appointment unless at the time of
such acceptance such successor Relevant Trustee shall be qualified and eligible
under this Article VIII.

     

    SECTION
812   MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     

    
      	
               
      

            	
              Any
      Person into which the Property Trustee or the Delaware Trustee may be
      merged or converted or with which it may be consolidated, or any Person
      resulting from any merger, conversion or consolidation to which such
      Relevant Trustee shall be a party, or any Person succeeding to all or
      substantially all the corporate trust business of such Relevant Trustee,
      shall be the successor of such Relevant Trustee hereunder, provided such
      Person shall be otherwise qualified and eligible under this Article VIII,
      without the execution or filing of any paper or any further act on the
      part of any of the parties hereto.

            


    

     

    SECTION
813   PREFERENTIAL
COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

     

    
      	
               
      

            	
              If
      and when the Property Trustee or the Delaware Trustee shall be or become a
      creditor of the Depositor or the Trust (or any other obligor upon the
      Debentures or the Trust Securities), the Property Trustee or the Delaware
      Trustee, as the case may be, shall be subject to and
  

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    
      
        	 	shall take all
      actions necessary in order to comply with the provisions of the Trust
      Indenture Act regarding the collection of claims against the Depositor or
      Trust (or any such other obligor). 


      

       

    

    SECTION
814   REPORTS
BY PROPERTY TRUSTEE.

     

    (a) On or
before July 15 of each year, commencing July 15, 2009, the Property Trustee
shall transmit to the Securityholders such reports concerning the Property
Trustee, its actions under this Trust Agreement and the property and funds in
its possession in its capacity as the Property Trustee as of May 15 if and to
the extent required pursuant to the Trust Indenture Act in the manner provided
pursuant thereto.

     

    (b) A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Property Trustee with the New York Stock Exchange, and each national
securities exchange or other organization upon which the Trust Securities are
listed, and also with the Commission and the Depositor.

     

    SECTION
815   REPORTS
TO THE PROPERTY TRUSTEE.

     

    
      	
               
      

            	
              The
      Depositor and the Administrative Trustees on behalf of the Trust shall
      provide to the Property Trustee such documents, reports and information as
      required by Section 314 of the Trust Indenture Act (if any) and the
      compliance certificate required by Section 314(a) of the Trust Indenture
      Act in the form, in the manner and at the times required by Section 314 of
      the Trust Indenture Act.

            


    

     

    SECTION
816   EVIDENCE
OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     

    
      	
               
      

            	
              Each
      of the Depositor and the Administrative Trustees on behalf of the Trust
      shall provide to the Property Trustee such evidence of compliance with any
      conditions precedent, if any, provided for in this Trust Agreement that
      relate to any of the matters set forth in Section 314(c) of the Trust
      Indenture Act. Any certificate or opinion required to be given by an
      officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be
      given in the form of an Officers’
Certificate.

            


    

     

    SECTION
817   NUMBER
OF TRUSTEES.

     

    (a) The
number of Trustees shall be five, provided that the Holder of all of the Common
Securities by written instrument may increase or decrease the number of
Administrative Trustees. The Property Trustee and the Delaware Trustee may be
the same Person.

     

    (b) If a
Trustee ceases to hold office for any reason and the number of Administrative
Trustees is not reduced pursuant to Section 817(a), or if the number of Trustees
is increased pursuant to Section 817(a), a vacancy shall occur. The vacancy
shall be filled with a Trustee appointed in accordance with Section
810.

     

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (c) The
death, resignation, retirement, removal, bankruptcy, incompetence or incapacity
to perform the duties of a Trustee shall not operate to annul the Trust.
Whenever a vacancy in the number of Administrative Trustees shall occur, until
such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 810, the Administrative Trustees in office, regardless
of their number (and notwithstanding any other provision of this Agreement),
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this Trust
Agreement.

     

    SECTION
818   DELEGATION
OF POWER.

     

    (a) Any
Administrative Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for the
purpose of executing any documents contemplated in Section 207(a);
and

     

    (b) The
Administrative Trustees shall have power to delegate from time to time to such
of their number or to the Depositor the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

     

    SECTION
819   VOTING.

     

    
      	
               
      

            	
              Except
      as otherwise provided in this Trust Agreement, the consent or approval of
      the Administrative Trustees shall require consent or approval by not less
      than a majority of the Administrative Trustees, unless there are only two,
      in which case both must consent.

            


    

     

    SECTION
820   NOT RESPONSIBLE FOR
RECITALS OR ISSUANCE OF SECURITIES.  

     

    
      	
               
      

            	
              The
      recitals contained herein and in the Trust Securities Certificates shall
      be taken as the statements of the Trust and the Depositor, and the
      Trustees do not assume any responsibility for their
      correctness.  The Trustees make no representations as to the
      title to, or value or condition of, the property of the Trust or any part
      thereof, nor as to the validity or sufficiency of this Trust Agreement,
      the Debentures or the Trust Securities.  The Trustees shall not
      be accountable for the use or application by the Depositor of the proceeds
      of the Debentures. It is expressly understood and agreed by the parties
      hereto that insofar as any document, agreement or certificate is executed
      on behalf of the Trust by any Trustee (a) such document, agreement or
      certificate is executed and delivered by such Trustee, not in its
      individual capacity but solely as Trustee under this Trust Agreement in
      the exercise of the powers and authority conferred and vested in it, (b)
      each of the representations, warranties, covenants, undertakings and
      agreements made on the part of the Trust is made and intended not as a
      representation, warranty, covenant, undertaking or agreement by any
      Trustee in its individual capacity but is made and intended for the
      purpose of binding only the Trust and (c) under no circumstances shall any
      Trustee in its individual capacity be personally liable for the payment of
      any indebtedness or expenses of the Trust or be liable for the breach or
      failure of any obligation, representation, warranty or covenant made or
      undertaken by the Trust under this Trust Agreement or any other document,
      agreement or certificate.

            


    

     

    
      
        
        

      

      
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ARTICLE
IX                                

    TERMINATION,
LIQUIDATION AND MERGER

     

    SECTION
901   TERMINATION
UPON EXPIRATION DATE.

     

    
      	
               
      

            	
              Unless
      earlier dissolved, the Trust shall automatically dissolve on September 30,
      2038 (the “Expiration Date”) subject to distribution of the Trust Property
      in accordance with Section 904.

            


    

     

    SECTION
902   EARLY
TERMINATION.

     

    
      	
               
      

            	
              The
      first to occur of any of the following events is an “Early Termination
      Event:”

            


    

     

    (a) the
occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor;

     

    (b) delivery
of written direction to the Administrative Trustees and the Property Trustee by
the Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior approval
of the Board of Governors of the Federal Reserve System if so required under
applicable guidelines, policies or regulations thereof) to dissolve the Trust
and distribute the Debentures to Securityholders in exchange for the Preferred
Securities in accordance with Section 904;

     

    (c) the
redemption of all of the Preferred Securities in connection with the redemption
of all of the Debentures (whether upon a Debenture Redemption Date or the
maturity of the Debentures); or

     

    (d) an order
for dissolution of the Trust shall have been entered by a court of competent
jurisdiction.

     

    SECTION
903   TERMINATION.

     

    
      	
               
      

            	
              The
      respective obligations and responsibilities of the Trustees and the Trust
      continued hereby shall terminate upon the latest to occur of the
      following: (a) the distribution by the Property Trustee to Securityholders
      upon the instruction of the Administrative Trustees and the liquidation of
      the Trust pursuant to Section 904, or upon the redemption of all of the
      Trust Securities pursuant to Section 402, of all amounts required to be
      distributed hereunder upon the final payment of the Trust Securities; (b)
      the payment of any expenses owed by the Trust; (c) the discharge of all
      administrative duties of the Administrative Trustees, including the
      performance of any tax reporting obligations with respect to the Trust or
      the Securityholders; and (d) the filing of a Certificate of Cancellation
      by an Administrative Trustee under the Delaware Statutory Trust Act after
      satisfaction of liabilities to creditors of the Trust as required by
      applicable law.

            


    

     


    
      
         


      

      
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    SECTION
904   LIQUIDATION.

     

    (a) If an
Early Termination Event specified in clause (a), (b), or (d) of Section 902
occurs or upon the Expiration Date, the Trust shall be liquidated by the
Trustees as expeditiously as the Administrative Trustees determine to be
possible by instructing the Property Trustee to distribute, after satisfaction
of liabilities to creditors of the Trust as provided by applicable law, to each
Securityholder a Like Amount of Debentures, subject to Section 904(d). Notice of
liquidation shall be given by the Administrative Trustees by first-class mail,
postage prepaid, mailed not later than 30 nor more than 60 days prior to the
Liquidation Date to each Holder of Trust Securities at such Holder’s address
appearing in the Securities Register. All notices of liquidation
shall:

     

    
      	
              (i)  

            	
              state
      the Liquidation Date;

            


    

     

    
      	
              (ii)  

            	
              state
      that from and after the Liquidation Date, the Trust Securities shall no
      longer be deemed to be Outstanding and any Trust Securities Certificates
      not surrendered for exchange shall be deemed to represent a Like Amount of
      Debentures; and

            


    

     

    
      	
              (iii)  

            	
              provide
      such information with respect to the mechanics by which Holders may
      exchange Trust Securities Certificates for Debentures, or, if Section
      904(d) applies, receive a Liquidation Distribution, as the Administrative
      Trustees or the Property Trustee shall deem
  appropriate.

            


    

     

    (b) Except
where Section 902(c) or 904(d) applies, in order to effect the liquidation of
the Trust and distribution of the Debentures to Securityholders, the
Administrative Trustees shall establish a record date for such distribution
(which shall be not more than 45 days prior to the Liquidation Date) and, either
itself acting as exchange agent or through the appointment of a separate
exchange agent, shall establish such procedures as it shall deem appropriate to
effect the distribution of Debentures in exchange for the Outstanding Trust
Securities Certificates.

     

    (c) Except
where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the
Trust Securities shall no longer be deemed to be Outstanding; (ii) certificates
representing a Like Amount of Debentures shall be issued to Holders of Trust
Securities Certificates upon surrender of such certificates to the
Administrative Trustees or their agent for exchange; (iii) the Depositor shall
use commercially reasonable efforts to have the Debentures listed on the New
York Stock Exchange or on such other securities exchange or automated quotation
system as the Preferred Securities are then listed or traded; (iv) any Trust
Securities Certificates not so surrendered for exchange shall be deemed to
represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution
was made on such Trust Securities Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal shall be made to Holders of Trust Securities Certificates
with respect to such Debentures); and (v) all rights of Securityholders holding
Trust Securities shall cease, except the right of such Securityholders to
receive Debentures upon surrender of Trust Securities Certificates.

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (d) In the
event that, notwithstanding the other provisions of this Section 904, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of the Debentures in the manner provided herein is
determined by the Administrative Trustees not to be practical, the Trust
Property shall be liquidated, and the Trust shall be dissolved, wound-up or
terminated, by the Administrative Trustees in such manner as the Administrative
Trustees determine. In such event, on the date of the dissolution, winding-up or
other termination of the Trust, Securityholders shall be entitled to receive out
of the assets of the Trust available for distribution to Securityholders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the Liquidation Amount per Trust Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the “Liquidation Distribution”). If, upon any such dissolution, winding-up
or termination, the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Common Securities
shall be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

     

    SECTION
905   MERGERS,
CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST.

     

    
      	
               
      

            	
              The
      Trust may not merge with or into, convert into, consolidate, amalgamate,
      or be replaced by, or convey, transfer or lease its properties and assets
      substantially as an entirety to any corporation or other Person, except
      pursuant to this Section 905. At the request of the Depositor, with the
      consent of the Administrative Trustees and without the consent of the
      Holders of the Preferred Securities, the Property Trustee or the Delaware
      Trustee, the Trust may merge with or into, convert into, consolidate,
      amalgamate, be replaced by or convey, transfer or lease its properties and
      assets substantially as an entirety to a trust organized as such under the
      laws of any state; provided, that (i) such successor entity either (a)
      expressly assumes all of the obligations of the Trust with respect to the
      Preferred Securities; or (b) substitutes for the Preferred Securities
      other securities having substantially the same terms as the Preferred
      Securities (the “Successor Securities”) so long as the Successor
      Securities rank the same as the Preferred Securities rank in priority with
      respect to distributions and payments upon liquidation, redemption and
      otherwise; (ii) the Depositor expressly appoints a trustee of such
      successor entity possessing substantially the same powers and duties as
      the Property Trustee as the holder of the Debentures; (iii) the Successor
      Securities are listed or traded, or any Successor Securities shall be
      listed or traded upon notification of issuance, on any national securities
      exchange or other organization on which the Preferred Securities are then
      listed, if any; (iv) such merger, conversion, consolidation, amalgamation,
      replacement, conveyance, transfer or lease does not adversely affect the
      rights, preferences and privileges of the Holders of the Preferred
      Securities (including any Successor Securities) in any material respect;
      (v) such successor entity has a purpose substantially identical to that of
      the Trust; (vi) prior to such merger, conversion, consolidation,
      amalgamation, replacement, conveyance, transfer or lease, the Depositor
      has received an Opinion of Counsel to the effect that (a)
  

            


    

     

    
      
        
        

      

      
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      	 	such merger,
      conversion, consolidation, amalgamation, replacement, conveyance, transfer
      or lease does not adversely affect the rights, preferences and privileges
      of the Holders of the Preferred Securities (including any Successor
      Securities) in any material respect; and (b) following such merger,
      conversion, consolidation, amalgamation, replacement, conveyance, transfer
      or lease, neither the Trust nor such successor entity shall be required to
      register as an “investment company” under the Investment Company Act; and
      (vii) the Depositor owns all of the Common Securities of such successor
      entity and guarantees the obligations of such successor entity under the
      Successor Securities at least to the extent provided by the Guarantee, the
      Debentures, this Trust Agreement and the Expense Agreement. For purposes
      of this Section 905, any consolidation, conversion, merger, sale,
      conveyance, transfer or other disposition involving the Depositor, as a
      result of which (a) the Depositor is not the surviving Person, and (b) the
      surviving Person is not both (i) the primary obligor in respect of the
      Debentures and (ii) the Guarantor under the Guarantee, shall be deemed to
      constitute a replacement of the Trust by a successor entity; provided
      further that, notwithstanding the foregoing, in the event that upon the
      consummation of such a consolidation, conversion, merger, sale,
      conveyance, transfer or other disposition, the parent company (if any) of
      the Depositor, or its successor, is a bank holding company or financial
      holding company or comparably regulated financial institution, such parent
      company shall guarantee the obligations of the Trust (and any successor
      thereto) under the Preferred Securities (including any Successor
      Securities) at least to the extent provided by the Guarantee, the
      Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding
      the foregoing, the Trust shall not, except with the consent of Holders of
      100% in Liquidation Amount of the Preferred Securities, consolidate,
      convert, amalgamate, merge with or into, or be replaced by or convey,
      transfer or lease its properties and assets substantially as an entirety
      to any other Person or permit any other Person to consolidate, convert,
      amalgamate, merge with or into, or replace it if such consolidation,
      conversion, amalgamation, merger or replacement would cause the Trust or
      the successor entity to be classified as other than a grantor trust for
      United States federal income tax
purposes. 


    

     

                                    
ARTICLE
X                                

    MISCELLANEOUS
PROVISIONS

     

    SECTION
1001   LIMITATION
OF RIGHTS OF SECURITYHOLDERS.

     

    
      	
               
      

            	
              The
      death or incapacity of any Person having an interest, beneficial or
      otherwise, in Trust Securities shall not operate to terminate this Trust
      Agreement, nor entitle the legal representatives or heirs of such Person
      or any Securityholder for such Person, to claim an accounting, take any
      action or bring any proceeding in any court for a partition or winding-up
      of the arrangements contemplated hereby, nor otherwise affect the rights,
      obligations and liabilities of the parties hereto or any of
      them.

            


    

     

    SECTION
1002   AMENDMENT.

     

    (a) This
Trust Agreement may be amended from time to time by the Property Trustee, the
Administrative Trustees and the Depositor, without the consent of any
Securityholders, (i) as provided in Section 811 with respect to acceptance of
appointment by a

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    successor
Trustee; or (ii) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, that shall not be inconsistent with the other provisions of this
Trust Agreement; or (iii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
shall be classified for United States federal income tax purposes as a grantor
trust at all times that any Trust Securities are Outstanding or to ensure that
the Trust shall not be required to register as an “investment company” under the
Investment Company Act; or (iv) to reduce or increase the Liquidation Amount per
Trust Security and simultaneously to correspondingly increase or decrease the
number of Trust Securities issued and Outstanding solely for the purpose of
maintaining the eligibility of the Preferred Securities for quotation or listing
on any national securities exchange or other organization on which the Preferred
Securities are then quoted or listed (including, if applicable, the New York
Stock Exchange); provided, however, that in the case of clause (ii), such action
shall not adversely affect in any material respect the interests of any
Securityholder, and provided further, that in the case of clause (iv) the
aggregate Liquidation Amount of the Trust Securities Outstanding upon completion
of any such reduction must be the same as the aggregate Liquidation Amount of
the Trust Securities Outstanding immediately prior to such reduction or
increase; and any amendments of this Trust Agreement shall become effective when
notice thereof is given to the Securityholders (or in the case of an amendment
pursuant to clause (iv), as of the date specified in the notice).

     

    (b) Except as
provided in Section 601(c) or Section 1002(c) hereof, any provision of this
Trust Agreement may be amended by the Property Trustee, the Administrative
Trustees and the Depositor (i) with the consent of Trust Securityholders
representing not less than a majority (based upon Liquidation Amounts) of the
Trust Securities then Outstanding (such consent being obtained in accordance
with Section 603 or 606 hereof); and (ii) upon receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment shall not affect
the Trust’s status as a grantor trust for United States federal income tax
purposes or the Trust’s exemption from status as an ‘investment company’ under
the Investment Company Act.

     

    (c) In
addition to and notwithstanding any other provision in this Trust Agreement,
without the consent of each affected Securityholder (such consent being obtained
in accordance with Section 603 or 606 hereof), this Trust Agreement may not be
amended to        (i) change the amount
or timing of any Distribution on the Trust Securities or otherwise adversely
affect the amount of any Distribution required to be made in respect of the
Trust Securities as of a specified date; or (ii) restrict the right of a
Securityholder to institute suit for the enforcement of any such payment on or
after such date; notwithstanding any other provision herein, without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with Section 603 or 606 hereof), this paragraph (c) of this Section
1002 may not be amended.

     

    (d) Notwithstanding
any other provisions of this Trust Agreement, no Trustee shall enter into or
consent to any amendment to this Trust Agreement which would cause the Trust to
fail or cease to qualify for the exemption from status as an “investment
company” under the Investment Company Act or to fail or cease to be classified
as a grantor trust for United States federal income tax purposes.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (e) Notwithstanding
anything in this Trust Agreement to the contrary, without the consent of the
Depositor, this Trust Agreement may not be amended in a manner which imposes any
additional obligation on the Depositor.

     

    (f) In the
event that any amendment to this Trust Agreement is made, the Administrative
Trustees shall promptly provide to the Depositor and the Debenture Trustee a
copy of such amendment.

     

    (g) Neither
the Property Trustee nor the Delaware Trustee shall be required to enter into
any amendment to this Trust Agreement which affects its own rights, duties or
immunities under this Trust Agreement. The Property Trustee shall be entitled to
receive an Opinion of Counsel and an Officers’ Certificate stating that any
amendment to this Trust Agreement has been effected in compliance with this
Trust Agreement and all conditions precedent herein provided for relating to
such action have been met.

     

    SECTION
1003   SEPARABILITY.

     

    
      	
               
      

            	
              In
      case any provision in this Trust Agreement or in the Trust Securities
      Certificates shall be invalid, illegal or unenforceable, the validity,
      legality and enforceability of the remaining provisions shall not in any
      way be affected or impaired
thereby.

            


    

     

    SECTION
1004   GOVERNING
LAW.

     

    
      	
               
      

            	
              THIS
      TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
      SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST
      AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH
      AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO
      CONFLICT OF LAWS PRINCIPLES THEREOF); PROVIDED, HOWEVER,
      THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS
      AGREEMENT ANY PROVISION OF THE LAWS (COMMON OR STATUTORY) OF THE STATE OF
      DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER
      INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR
      GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE
      FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR
      TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY
      FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE
      ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY,
      (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR
      EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
      TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE
      PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR
      REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING
      OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR
      OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS
    

            


    

     

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    
      	 	OR POWERS OF
      TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR AUTHORITIES AND
      POWERS OF THE TRUSTEE HEREUNDER AS SET FORTH OR REFERENCED IN THIS
      AGREEMENT.  SECTION 3540 OF TITLE 12 OF THE DELAWARE
      CODE SHALL NOT APPLY TO THE TRUST. 


    

     

    SECTION
1005   CONSENT
TO JURISDICTION; SERVICE OF PROCESS.  

     

    
      	
               
      

            	
              Each
      party hereto (a) irrevocably submits to the exclusive jurisdiction of any
      federal or state court sitting in Wilmington, Delaware in respect of any
      action or proceeding arising out of or related to in any manner whatsoever
      this Trust Agreement, (b) expressly submits and consents in advance to
      such jurisdiction in any action or suit commenced in any such court, and
      hereby waives any objection such party may have based upon lack of
      personal jurisdiction, improper venue or forum non conveniens, and (c)
      consents to the service of process by mail.  Nothing herein
      shall affect the right of any party to serve legal process in any manner
      permitted by law or affect its right to bring any action in any other
      court.

            


    

     

    SECTION
1006   PAYMENTS
DUE ON NON-BUSINESS DAY.

     

    
      	
               
      

            	
              If
      the date fixed for any payment on any Trust Security shall be a day that
      is not a Business Day, then such payment need not be made on such date but
      may be made on the next succeeding day which is a Business Day, except
      that, if such Business Day is in the next succeeding calendar year, such
      payment shall be made on the immediately preceding Business Day (and
      without any reduction of interest or any other payment in respect of any
      such acceleration), in each case with the same force and effect as though
      made on the date fixed for such payment, and no distribution shall
      accumulate thereon for the period after such
  date.

            


    

     

    SECTION
1007   SUCCESSORS.

     

    
      	
               
      

            	
              This
      Trust Agreement shall be binding upon and shall inure to the benefit of
      any successor to the Depositor, the Trust or the Relevant Trustee(s),
      including any successor by operation of law. Except in connection with a
      consolidation, merger or sale involving the Depositor that is permitted
      under Article XII of the Indenture and pursuant to which the assignee
      agrees in writing to perform the Depositor’s obligations hereunder, the
      Depositor shall not assign its obligations
  hereunder.

            


    

     

    SECTION
1008   HEADINGS.

     

    
      	
               
      

            	
              The
      Article and Section headings are for convenience only and shall not affect
      the construction of this Trust
Agreement.

            


    

     

    SECTION
1009   REPORTS,
NOTICES AND DEMANDS.

     

    
      	
               
      

            	
              Any
      report, notice, demand or other communication which by any provision of
      this Trust Agreement is required or permitted to be given or served to or
      upon any Securityholder or the Depositor may be given or served in writing
      by deposit thereof, first-class postage prepaid, in the United States
      mail, hand delivery or facsimile transmission, in each case,
    

            


    

     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	 	addressed, (a) in
      the case of a Holder of Preferred Securities, to such Holder as such
      Securityholder’s name and address may appear on the Securities Register;
      and (b) in the case of the Holder of Common Securities or the Depositor,
      to Capitol Bancorp Center, 200 Washington Square North, Lansing, Michigan
      48933, Attention: Cristin K. Reid, Esq., facsimile no.: (517) 374-2576.
      Any notice to the Holders of Preferred Securities shall also be given to
      such owners as have, within two years preceding the giving of such notice,
      filed their names and addresses with the Property Trustee for that
      purpose. Such notice, demand or other communication to or upon a
      Securityholder shall be deemed to have been sufficiently given or made,
      for all purposes, upon hand delivery, mailing or
    transmission. 


    

     

    
      	
               
      

            	
              Any
      notice, demand or other communication which by any provision of this Trust
      Agreement is required or permitted to be given or served to or upon the
      Trust, the Property Trustee or the Administrative Trustees shall be given
      in writing addressed (until another address is published by the Trust) as
      follows: (a) with respect to the Property Trustee to Wells Fargo Bank,
      N.A., 919 North Market Street, Suite 1600, Wilmington, Delaware 19801,
      Attention: Corporate Trust Services; (b) with respect to the Delaware
      Trustee, to Wells Fargo Delaware Trust Company, 919 North Market Street,
      Suite 1600, Wilmington, Delaware 19801, Attention: Corporate Trust
      Services; and (c) with respect to the Administrative Trustees, to them at
      the address above for notices to the Depositor, marked “Attention:
      Administrative Trustees of Capitol Trust XII.” Such notice, demand or
      other communication to or upon the Trust or the Property Trustee shall be
      deemed to have been sufficiently given or made only upon actual receipt of
      the writing by the Trust or the Property
  Trustee.

            


    

     

    SECTION
1010   AGREEMENT
NOT TO PETITION.

     

    
      	
               
      

            	
              Each
      of the Trustees and the Depositor agree for the benefit of the
      Securityholders that, until at least one year and one day after the Trust
      has been terminated in accordance with Article IX, they shall not file, or
      join in the filing of, a petition against the Trust under any bankruptcy,
      insolvency, reorganization or other similar law (including, without
      limitation, the United States Bankruptcy Code of 1978, as amended)
      (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of
      any proceeding against the Trust under any Bankruptcy Law. In the event
      the Depositor or any of the Trustees takes action in violation of this
      Section 1010, the Property Trustee agrees, for the benefit of
      Securityholders, that at the expense of the Depositor (which expense shall
      be paid prior to the filing), it shall file an answer with the bankruptcy
      court or otherwise properly contest the filing of such petition by the
      Depositor or such Trustee against the Trust or the commencement of such
      action and raise the defense that the Depositor or such Trustee has agreed
      in writing not to take such action and should be stopped and precluded
      therefrom. The provisions of this Section 1010 shall survive the
      termination of this Trust
Agreement.

            


    

     

     

    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    SECTION
1011   TRUST
INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

     

    (a) This
Trust Agreement is subject to the provisions of the Trust Indenture Act that are
required to be part of this Trust Agreement and shall, to the extent applicable,
be governed by such provisions.

     

    (b) The
Property Trustee shall be the only Trustee which is a trustee for the purposes
of the Trust Indenture Act.

     

    (c) If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Trust Agreement by any of the
provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Trust Agreement modifies or excludes any provision of the
Trust Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Trust Agreement as so modified or to be
excluded, as the case may be.

     

    (d) The
application of the Trust Indenture Act to this Trust Agreement shall not affect
the nature of the Securities as equity securities representing undivided
beneficial interests in the assets of the Trust.

     

    SECTION
1012   ACCEPTANCE
OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

     

    
      	
               
      

            	
              THE
      RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR
      ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
      SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
      UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
      BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS
      OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND
      OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE
      AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS
      AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND
      EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH
      OTHERS.

            


    

     

    SECTION
1013   COUNTERPARTS.

     

    
      	
               
      

            	
              This
      Trust Agreement may be executed in any number of counterparts, each of
      which shall be an original, but such counterparts shall together
      constitute but one and the same
instrument.

            


    

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    


     

    
      	 
      	
              CAPITOL
      BANCORP LTD.

               

              By:    /s/ Cristin K.
      Reid                                         

                        
      Name:   Cristin K. Reid

                                 Title:  
      Corporate President

               

            
	 
      	 
      
	 
      	
              WELLS
      FARGO BANK, N.A., AS

              PROPERTY
      TRUSTEE

               

              By:  
      /s/ Tracy M.
      McLamb                                  
      

                       Name:  Tracy
      M. McLamb

                       Title:  Vice
      President

               

            
	 
      	 
      
	 
      	
              WELLS
      FARGO DELAWARE TRUST

              COMPANY,
      AS DELAWARE TRUSTEE

               

              By:   /s/ Tracy M.
      McLamb                                  
      

                       Name:  Tracy
      M. McLamb

                       Title:  Vice
      President

               

            
	 
      	 
      
	 
      	
              /s/ Lee W.
      Hendrickson                                       
                                                                                 

              Lee
      W. Hendrickson,

              as
      Administrative Trustee

            
	 
      	 
      
	 
      	
              /s/ Bruce A.
      Thomas                                            
                                                                      

              Bruce
      A. Thomas,

              as
      Administrative Trustee

            
	 
      	 
      
	 
      	
              /s/ Jeffrey D.
      Saunders                                        
                                                                      

              Jeffrey
      D. Saunders,

              as
      Administrative Trustee

            


    

    


     

     

    [Amended and Restated Trust Agreement Signature Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A

     

    CERTIFICATE
OF TRUST

    OF

    CAPITOL
TRUST XII

     

    
      	
               
      

            	
              THIS
      CERTIFICATE OF TRUST OF CAPITOL TRUST XII (the “Trust”), is being duly
      executed and filed by Wells Fargo Delaware Trust Company, as Delaware
      Trustee, Lee W. Hendrickson, Bruce A. Thomas and Jeffrey D. Saunders, as
      Administrative Trustees, to form a Delaware statutory trust under the
      Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the
      “Act”).

            


    

     

    
      	
              1.  

            	
              NAME.  The
      name of the Delaware statutory trust formed hereby is Capitol Trust
      XII.

            


    

     

    
      	
              2.  

            	
              DELAWARE
      TRUSTEE.  The name and business address of the trustee of the
      Trust in the State of Delaware is Wells Fargo Delaware Trust Company, 919
      North Market Street, Suite 1600, Wilmington, Delaware
    19801.

            


    

     

    
      	
              3.  

            	
              EFFECTIVE
      DATE.  This Certificate of Trust shall be effective upon
      filing.

            


    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Certificate of Trust in
accordance with Section 3811(a)(1) of the Act.

     

    
      	 
      	
              Wells
      Fargo Delaware Trust Company,

              as
      Delaware trustee

               

              By:
      ___________________________

              Name:

              Title:

               

            
	 
      	
              ________________________,
      as

              Administrative
      Trustee

              Name:  Lee
      W. Hendrickson

               

            
	 
      	
              ________________________,
      as

              Administrative
      Trustee

              Name:  Bruce
      A. Thomas

               

            
	 
      	
              _________________________,

              as
      Administrative Trustee

              Name:  Jeffrey
      D. Saunders

            


    


    
      
         


      

      
        A -
1

        
          

        

      

      
         


      

    


    EXHIBIT B

     

    THIS
CERTIFICATE IS NOT TRANSFERABLE

     

    CERTIFICATE
NUMBER   __________                                                                        

     

    NUMBER OF
COMMON SECURITIES  
__________                                                                                               

     

    CERTIFICATE
EVIDENCING COMMON SECURITIES

    OF

    CAPITOL
TRUST XII

     

    COMMON
SECURITIES

    (LIQUIDATION
AMOUNT $10 PER COMMON SECURITY)

     

    
      	
               
      

            	
              CAPITOL
      TRUST XII, a statutory trust created under the laws of the State of
      Delaware (the “Trust”), hereby certifies that CAPITOL BANCORP LTD. (the
      “Holder”) is the registered owner of __________________________
      (_________) common securities of the Trust representing undivided
      beneficial interests in the assets of the Trust and designated the Common
      Securities (liquidation amount $10 per Common Security) (the “Common
      Securities”). In accordance with Section 510 of the Trust Agreement (as
      defined below), the Common Securities are not transferable and any
      attempted transfer hereof shall be void. The designations, rights,
      privileges, restrictions, preferences, and other terms and provisions of
      the Common Securities are set forth in, and this certificate and the
      Common Securities represented hereby are issued and shall in all respects
      be subject to the terms and provisions of, the Amended and Restated Trust
      Agreement of the Trust dated as of July 7, 2008, as the same may be
      amended from time to time (the “Trust Agreement”), including the
      designation of the terms of the Common Securities as set forth therein.
      The Trust shall furnish a copy of the Trust Agreement to the Holder
      without charge upon written request to the Trust at its principal place of
      business or registered office.

            


    

     

    
      	
               
      

            	
              Upon
      receipt of this certificate, the Holder is bound by the Trust Agreement
      and is entitled to the benefits
thereunder.

            


    

     

    
      	
               
      

            	
              IN
      WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
      executed this certificate this ___ day of _________,
  2008.

            


    

     

    
      	 
      	
              CAPITOL
      TRUST XII

               

              By:
      _________________________________

              Name:

              Title:   Administrative
      Trustee

            


    

    


     


    
      
         


      

      
        B -
1

        
          

        

      

      
         


      

    


    EXHIBIT C

     

    AGREEMENT
AS TO EXPENSES AND LIABILITIES

     

    
      	
               
      

            	
              AGREEMENT
      AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of July 7,
      2008, between Capitol Bancorp Ltd., a Michigan corporation (the
      “Company”), and Capitol Trust XII, a Delaware statutory trust (the
      “Trust”).

            


    

     

    RECITALS

     

    
      	
               
      

            	
              WHEREAS,
      the Trust intends to issue its common securities (the “Common Securities”)
      to, and receive 10.50% Junior Subordinated Debentures (the “Debentures”)
      from, the Company and to issue and sell Capitol Trust XII 10.50%
      Cumulative Trust Preferred Securities (the “Preferred Securities’) with
      such powers, preferences and special rights and restrictions as are set
      forth in the Amended and Restated Trust Agreement of the Trust dated as of
      July 7, 2008, as the same may be amended from time to time (the “Trust
      Agreement”);

            


    

     

    
      	
               
      

            	
              WHEREAS,
      the Company shall directly or indirectly own all of the Common Securities
      of the Trust and shall issue the
Debentures;

            


    

     

    
      	
               
      

            	
              NOW,
      THEREFORE, in consideration of the purchase by each holder of the
      Preferred Securities, which purchase the Company hereby agrees shall
      benefit the Company and which purchase the Company acknowledges shall be
      made in reliance upon the execution and delivery of this Agreement, the
      Company, including in its capacity as holder of the Common Securities, and
      the Trust hereby agree as follows:

            


    

     

    ARTICLE
I

    


    SECTION
1.1   GUARANTEE
BY THE COMPANY.

     

    
      	
               
      

            	
              Subject
      to the terms and conditions hereof, the Company, including in its capacity
      as holder of the Common Securities, hereby irrevocably and unconditionally
      guarantees to each person or entity to whom the Trust is now or hereafter
      becomes indebted or liable (the “Beneficiaries”) the full payment when and
      as due, of any and all Obligations (as hereinafter defined) to such
      Beneficiaries. As used herein, “Obligations” means any costs, expenses or
      liabilities of the Trust other than obligations of the Trust to pay to
      holders of any Preferred Securities or other similar interests in the
      Trust the amounts due such holders pursuant to the terms of the Preferred
      Securities or such other similar interests, as the case may be. This
      Agreement is intended to be for the benefit of, and to be enforceable by,
      all such Beneficiaries, whether or not such Beneficiaries have received
      notice hereof.

            


    

     

    SECTION
1.2   TERM
OF AGREEMENT.

     

    
      	
               
      

            	
              This
      Agreement shall terminate and be of no further force and effect upon the
      later of (a) the date on which full payment has been made of all amounts
      payable to all holders of all the Preferred Securities (whether upon
      redemption, liquidation, exchange or otherwise); and (b) the date on which
      there are no Beneficiaries remaining; provided, however, that this
      

            


    

     

    
      
        
        

      

      
        C -
1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Agreement shall
      continue to be effective or shall be reinstated, as the case may be, if at
      any time any holder of Preferred Securities or any Beneficiary must
      restore payment of any sums paid under the Preferred Securities, under any
      obligation, under the Preferred Securities Guarantee Agreement dated the
      date hereof by the Company and Wells Fargo Bank, N.A. as guarantee trustee
      or under this Agreement for any reason whatsoever. This Agreement is
      continuing, irrevocable, unconditional and
  absolute. 

            


    

     

    SECTION
1.3   WAIVER
OF NOTICE.

     

    
      	
               
      

            	
              The
      Company hereby waives notice of acceptance of this Agreement and of any
      obligation to which it applies or may apply, and the Company hereby waives
      presentment, demand for payment, protest, notice of nonpayment, notice of
      dishonor, notice of redemption and all other notices and
      demands.

            


    

     

    SECTION
1.4   NO
IMPAIRMENT.

     

    
      	
               
      

            	
              The
      obligations, covenants, agreements and duties of the Company under this
      Agreement shall in no way be affected or impaired by reason of the
      happening from time to time of any of the
  following:

            


    

     

    (a) the
extension of time for the payment by the Trust of all or any portion of the
Obligations or for the performance of any other obligation under, arising out
of, or in connection with, the Obligations;

     

    (b) any
failure, omission, delay or lack of diligence on the part of the Beneficiaries
to enforce, assert or exercise any right, privilege, power or remedy conferred
on the Beneficiaries with respect to the Obligations or any action on the part
of the Trust granting indulgence or extension of any kind; or

     

    (c) the
voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement composition or readjustment of debt of, or other
similar proceedings affecting, the Trust or any of the assets of the
Trust.

     

    
      	
               
      

            	
              There
      shall be no obligation of the Beneficiaries to give notice to, or obtain
      the consent of, the Company with respect to the happening of any of the
      foregoing.

            


    

     

    SECTION
1.5   ENFORCEMENT.

     

    
      	
               
      

            	
              A
      Beneficiary may enforce this Agreement directly against the Company, and
      the Company waives any right or remedy to require that any action be
      brought against the Trust or any other person or entity before proceeding
      against the Company.

            


    

     

    
      
        
        

      

      
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    ARTICLE
II

    


    SECTION
2.1   BINDING
EFFECT.

     

    
      	
               
      

            	
              All
      guarantees and agreements contained in this Agreement shall bind the
      successors, assigns, receivers, trustees and representatives of the
      Company and shall inure to the benefit of the
    Beneficiaries.

            


    

     

    SECTION
2.2   AMENDMENT.

     

    
      	
               
      

            	
              So
      long as there remains any Beneficiary or any Preferred Securities of any
      series are outstanding, this Agreement shall not be modified or amended in
      any manner adverse to such Beneficiary or to any of the holders of the
      Preferred Securities.

            


    

     

    SECTION
2.3   NOTICES.

     

    
      	
               
      

            	
              Any
      notice, request or other communication required or permitted to be given
      hereunder shall be given in writing by delivering the same by facsimile
      transmission (confirmed by mail), telex, or by registered or certified
      mail, addressed as follows (and if so given, shall be deemed given when
      mailed or upon receipt of an answer back, if sent by
      facsimile):

            


    

     

    Capitol
Trust XII

    c/o
Capitol Bancorp Ltd.

    200
Washington Square North

    Lansing,
Michigan 48933

    Facsimile
No.:   (517) 374-2576

    Attention:
Administrative Trustees of Capitol Trust XII

    


    Capitol
Bancorp Ltd.

    200
Washington Square North

    Lansing,
Michigan 48933

    Facsimile
No.:   (517) 374-2576

    Attention:
Cristin K. Reid

    


    SECTION
2.4   GOVERNING
LAW.

     

    
      	
               
      

            	
              This
      agreement shall be governed by and construed and interpreted in accordance
      with the laws of the State of New York (without regard to conflict of laws
      principles).

            


    

     

    [SIGNATURE
PAGE TO FOLLOW]

     


    
      
         


      

      
        C -
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              THIS
      AGREEMENT is executed as of the day and year first above
      written.

            


    

     

    
      	 
      	
              CAPITOL
      BANCORP LTD.

               

              By: ________________________________

              Name:

              Title:

            
	 
      	 
      
	 
      	
              CAPITOL
      TRUST XII

               

              By: ________________________________

              Name:

              Title:   Administrative
      Trustee

            


    

    


     


    
      
         


      

      
        C -
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    EXHIBIT D

     

    CERTIFICATE
NUMBER   ________         NUMBER
OF PREFERRED SECURITIES   __________

     

    CERTIFICATE
EVIDENCING PREFERRED SECURITIES

    OF

    CAPITOL
TRUST XII

     

    
      	
               
      

            	
              10.50%
      CUMULATIVE TRUST PREFERRED
SECURITIES

            


    

    
      	
               
      

            	
              (LIQUIDATION
      AMOUNT $10 PER PREFERRED SECURITY)

            


    

     

    
      	
               
      

            	
              CUSIP
      NO. 14065D 203

            


    

     

    
      	
               
      

            	
              Capitol
      Trust XII, a statutory trust created under the laws of the State of
      Delaware (the “Trust”), hereby certifies that Cede & Co. (the
      “Holder”) is the registered owner of preferred securities of the Trust
      representing undivided beneficial interests in the assets of the Trust and
      designated the 10.50% Cumulative Trust Preferred Securities (liquidation
      amount $10 per Preferred Security) (the “Preferred
      Securities”).  The Preferred Securities are transferable on the
      books and records of the Trust, in person or by a duly authorized
      attorney, upon surrender of this Certificate duly endorsed and in proper
      form for transfer as provided in Section 504 of the Trust Agreement (as
      defined herein). The designations, rights, privileges, restrictions,
      preferences, and other terms and provisions of the Preferred Securities
      are set forth in, and this Certificate and the Preferred Securities
      represented hereby are issued and shall in all respects be subject to the
      terms and provisions of, the Amended and Restated Trust Agreement of the
      Trust dated as of July 7, 2008, as the same may be amended from time to
      time (the “Trust Agreement”), including the designation of the terms of
      Preferred Securities as set forth therein.  The Holder is
      entitled to the benefits of the Preferred Securities Guarantee Agreement
      entered into by Capitol Bancorp Ltd., a Michigan corporation, and Wells
      Fargo Bank, N.A., as guarantee trustee, dated as of July 7, 2008, as the
      same may be amended from time to time (the “Guarantee”), to the extent
      provided therein. The Trust shall furnish a copy of the Trust Agreement
      and the Guarantee to the Holder without charge upon written request to the
      Trust at its principal place of business or registered
    office.

            


    

     

    
      	
               
      

            	
              Upon
      receipt of this Certificate, the Holder is bound by the Trust Agreement
      and is entitled to the benefits
thereunder.

            


    

     

    
      	
               
      

            	
              Unless
      the Certificate of Authentication has been manually executed by the
      Property Trustee, this Certificate is not valid or
    effective.

            


    

     


    
      
         


      

      
        D -
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              IN
      WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
      executed this Certificate this ___ day of ________,
  2008.

            


    

     

    


    
      	
               
      

            	
              CAPITOL
      TRUST XII

            


    

    


    
      	
               
      

            	
              By:  _____________________

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:  
      Administrative Trustee

            


    

    


    



    
      
         


      

      
        D -
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              This
      is one of the 10.50% Cumulative Trust Preferred Securities referred to in
      the within-mentioned Amended and Restated Trust
  Agreement.

            


    

     

    
      	 
      	
              WELLS
      FARGO BANK, N.A. as Property

              Trustee

               

              By:________________________________

              AUTHORIZED SIGNATURE

               

            


    

    


     

    


    
      
        
        

      

      
        D -
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    LEGEND

    FOR
CERTIFICATES EVIDENCING

    GLOBAL
PREFERRED SECURITIES ONLY:

     

    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Capitol Trust XII or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

     


    
      
         


      

      
        D -
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    (FORM OF
REVERSE OF CERTIFICATE]

     

    
      	
               
      

            	
              The
      Trust will furnish without charge to any registered owner of Preferred
      Securities who so requests, a copy of the Trust Agreement and the
      Guarantee. Any such request should be in writing and addressed to Capitol
      Trust XII, c/o Secretary of Capitol Bancorp Ltd., 200 Washington Square
      North, Lansing, Michigan 48933 or to the Registrar named on the face of
      this Certificate.

            


    

     

    
      	
               
      

            	
              The
      following abbreviations, when used in the inscription on the face of this
      Certificate, shall be construed as though they were written out in full
      according to applicable laws or
regulations:

            


    

     

    TEN
COM--                         As
tenants in common

     

    TEN
ENT--                           As
tenants by the entireties

     

    CT
TEN--                              As
joint tenants with right of survival

     

    UNIF GIFT
MIN ACT-- Under Uniform Gift to Minors Act and not as tenants

     

    Additional
abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto:

     

    
      

    

     

    
      
        

      

    

     

    
      

    

     

    (Please
insert social security or other identifying number of assignee)

     

    
      

    

     

      
        

      

    

     

    
      
        

      

    

     

      

    

     

     (insert
address and zip code of assignee)

     

    the
within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints
attorney to transfer the said Preferred Securities on the books of

     

    
      

    

    the
within-named Trust with full power of substitution in the premises.

     

    Dated: 
___________________              
Signature:  ________________________________________                              

    Note: The
signature(s) to this assignment must correspond with the name(s) as written upon
the face of this Certificate in every particular, without alteration or
enlargement, or any change whatever.

     

    
      
        
        

      

      
        D -
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    Signature(s)
Guaranteed:

     

     

      
        

      

    

    NOTICE:
Signature(s) must be guaranteed by

    


    an
“eligible guarantor institution” that is

    a member
or participant in a “signature

    guarantee
program” (i.e., the Securities

    Transfer
Agents Medallion Program, the

    Stock
Exchange Medallion Program or

    the New
York Stock Exchange, Inc.

    Medallion
Signature Program).


    
      
         


      

      
        D -
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    EXHIBIT E

     

    FORM OF
PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

     

    
      	
               
      

            	
              This
      is one of the 10.50% Cumulative Trust Preferred Securities referred to in
      the within-mentioned Amended and Restated Trust
  Agreement.

            


    

     

    
      	 
      	
              WELLS
      FARGO BANK, N.A. as Property

              Trustee

               

              By:________________________________

              AUTHORIZED SIGNATURE

               

            


    


    
      
         


      

      
        E
-1